Common use of Release Clause in Contracts

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 14 contracts

Samples: Loan and Security Agreement (Neuronetics, Inc.), Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement

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Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are Borrower hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises remises, acquits and forever discharges Collateral Agent Lender and each Lenderany co-lender or loan participant, and its together with their respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and its present and former shareholdersrelated corporate divisions (all of the foregoing the "Released Parties"), affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders from any and all such other persons being hereinafter referred to collectively as the “Releasees” actions and individually as a “Releasee”), of and from all demands, actions, causes of action, judgments, executions, suits, covenantsliens, contractsdebts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights demands, liabilities, obligations, damages and expenses of set-offany and every character (collectively, demands and liabilities whatsoever of every name and nature"Claims"), known or unknown, suspected direct or unsuspectedindirect, both at law and or in equity, which Borrowerof 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 Effective Date, and in any way directly or indirectly arising out of or in any way connected to this Amendment or the other Loan Documents, or any of its successors, assignsthe transactions associated therewith, or other legal representatives the Property, including specifically but not limited to claims of usury, lack of consideration, fraudulent transfer and lender liability, that it now has or may now or hereafter own, hold, have or claim to have against the Releasees any Released Party, and hereby agrees to indemnify and hold harmless Lender and each other Released Party for all Claims that any Person may bring against any such Released Party that arise under or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan AgreementAgreement based on facts existing on or before the Effective Date. THE FOREGOING RELEASE INCLUDES ACTIONS AND CAUSES OF ACTION, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understandsJUDGMENTS, 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 actionEXECUTIONS, suit or other proceeding which may be institutedSUITS, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no factDEBTS, eventCLAIMS, circumstanceDEMANDS, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the finalLIABILITIES, absolute and unconditional nature of the release set forth aboveOBLIGATIONS, DAMAGES AND EXPENSES ARISING AS A RESULT OF THE NEGLIGENCE OR STRICT LIABILITY OF ONE OR MORE OF THE RELEASED PARTIES.

Appears in 13 contracts

Samples: Loan Agreement (Educational Development Corp), Loan Agreement (Educational Development Corp), Loan Agreement

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach of Borrower and each Guarantor that executes a Consent and Reaffirmation to this Amendment, on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (Borrower, each Guarantor and all such other Persons being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent Agent, Issuing Bank and each LenderLenders, and its their successors and assigns, and its their present and former shareholders, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Issuing Bank, each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives Releasor may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way related to or in connection with the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. . (b) Each of Borrower and each Guarantor that executes a Consent and Reaffirmation to this Amendment 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. . (c) Each of Borrower and each Guarantor that executes a Consent and Reaffirmation to this Amendment agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 10 contracts

Samples: Credit Agreement (Nuverra Environmental Solutions, Inc.), Credit Agreement (Nuverra Environmental Solutions, Inc.), Credit Agreement (Nuverra Environmental Solutions, Inc.)

Release. In consideration By execution of the agreements this Agreement, Borrower acknowledges and confirms that Borrower does not have any actions, causes of Collateral Agent and each Lender contained herein and for other good and valuable considerationaction, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the receipt Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrower voluntarily, knowingly, unconditionally and sufficiency of which are hereby acknowledgedirrevocably, Borrowerwith specific and express intent, for and on behalf of itself and itself, its successorsmanagers, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsmembers, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, employeessuccessors and assigns and their respective Affiliates (collectively, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” Releasing Parties”), hereby fully and individually as a completely releases and forever discharges Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the ReleaseeIndemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all demands, actions, causes of action, suitsdamages, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaimsobligations, defensesliabilities, rights costs, expenses and demands of set-offany kind whatsoever, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrowermatured or unmatured, vested or contingent, that any of its successorsthe Releasing Parties has against any of the Released Parties, assignsarising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentReleased Party, including, without limitation, for any presently existing claim or on account ofdefense whether or not presently suspected, contemplated or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveanticipated.

Appears in 9 contracts

Samples: Credit and Security Agreement (TRANS LUX Corp), Credit and Security Agreement (TRANS LUX Corp), Credit and Security Agreement (TRANS LUX Corp)

Release. In exchange for the payments and other consideration of the agreements of Collateral Agent under this Agreement, to which you would not otherwise be entitled, and each Lender contained herein and for other good and valuable considerationexcept as otherwise set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, Borroweryou, on behalf of itself yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives affiliates (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Parties), ) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, covenantscosts, contractsexpenses, controversiesattorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, promisesevents, sums acts or conduct at any time prior to and including the execution date of moneythis Agreement, accountsincluding but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, billsbonuses, reckoningscommissions, damages stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties: • has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing; • has discriminated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other protected category in violation of any local, state or federal law, constitution, ordinance, or regulation, including but not limited to: Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. 1981), the Civil Rights Act of 1991, the Genetic Information Nondiscrimination Act, Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination against the disabled, the Age Discrimination in Employment Act (ADEA), which prohibits discrimination based on age, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Xxxx Xxxxxxxxx Fair Pay Act, the anti-retaliation provisions of the Xxxxxxxx-Xxxxx Act, or any other federal or state law regarding whistleblower retaliation; the Massachusetts Fair Employment Practices Act (M.G.L. c. 151B), the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Privacy Statute, the Massachusetts Sick Leave Law, the Massachusetts Civil Rights Act, all as amended, and any and all other claimsfederal, counterclaimsstate or local laws, defensesrules, rights of set-offregulations, demands and liabilities whatsoever of every name and natureconstitutions, ordinances or public policies, whether known or unknown, suspected or unsuspectedprohibiting employment discrimination; • has violated any employment statutes, both at law and in equitysuch as the WARN Act, which Borrowerrequires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974 (ERISA) which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, which regulates wage and hour matters; the National Labor Relations Act, which protects forms of concerted activity; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; the Fair Credit Reporting Act, the Employee Polygraph Protection Act, the Massachusetts Payment of Wages Act (M.G.L. c. 149 sections 148 and 150), the Massachusetts Overtime regulations (M.G.L. c. 151 sections 1A and 1B), the Massachusetts Meal Break regulations (M.G.L. c. 149 sections 100 and 101), all as amended, and any and all other federal, state or local laws, rules, regulations, constitutions, ordinances or public policies, whether known or unknown relating to employment laws, such as veterans’ reemployment rights laws; • has violated any other laws, such as federal, state, or any of its successorslocal laws providing workers’ compensation benefits, assignsrestricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other legal representatives may now federal, state or hereafter ownlocal laws providing recourse for alleged wrongful discharge, holdretaliatory discharge, have negligent hiring, retention, or claim supervision, physical or personal injury, emotional distress, assault, battery, false imprisonment, fraud, negligent misrepresentation, defamation, intentional or negligent infliction of emotional distress and/or mental anguish, intentional interference with contract, negligence, detrimental reliance, loss of consortium to have against the Releasees you or any member of them foryour family, uponwhistleblowing, and similar or related claims. Notwithstanding the foregoing, other than events expressly contemplated by reason of this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed or your right to enforce this Agreement. Also excluded from this Agreement are any circumstance, action, cause or thing whatsoever Claims which arises at any time on or prior to the day and date of this Amendmentcannot be waived by law, including, without limitation, for any rights you may have under applicable workers’ compensation laws and your right, if applicable, to file or on account ofparticipate in an investigative proceeding of any federal, state or local governmental agency. Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in relation toany proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any way investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in connection with the Loan Agreementany putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the other Loan Documents Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or transactions thereunder any plan or agreement related thereto. Borrower understandsto equity ownership in the Company; however, acknowledges it does waive, release and agrees that the release set forth above may be pleaded forever discharge Claims existing 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 date you execute this Agreement pursuant to any such release. Borrower agrees that no fact, event, circumstance, evidence plan or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveagreement.

Appears in 8 contracts

Samples: Employment Agreement (Adagio Therapeutics, Inc.), Employment Agreement (Adagio Therapeutics, Inc.), Employment Agreement (Adagio Therapeutics, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, BorrowerBorrower and each Guarantor, on behalf of itself itself/himself and its its/his successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower and/or such Guarantor or any of its its/his successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, the Guaranty or any of the other Loan Documents or transactions transactions, course of performance or course of dealing thereunder or related thereto. ; provided, however, that nothing herein shall release Lender from its obligations to Borrower understands, acknowledges and agrees that under 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 terms of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovethis Amendment.

Appears in 8 contracts

Samples: Loan Agreement (Hudson Technologies Inc /Ny), Loan Agreement (Hudson Technologies Inc /Ny), Loan Agreement (Hudson Technologies Inc /Ny)

Release. In consideration The Borrower hereby acknowledges and agrees that: (a) neither it nor any of its Affiliates has any claim or cause of action against the agreements Administrative Agent, the Collateral Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) under this Agreement and the other Loan Documents (and each other document entered into in connection therewith), and (b) the Administrative Agent, the Collateral Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Obligors and their Affiliates under this Agreement and the other Loan Documents (and each other document entered into in connection therewith) that are required to have been performed on or prior to the Transactions on the date hereof. Accordingly, for and in consideration of the agreements contained herein in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of Borrower (for itself and its Affiliates and the successors, assigns, heirs and other legal representativesrepresentatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, absolutelyfinally, unconditionally and irrevocably releases, remises release and forever discharges discharge the Administrative Agent, the Collateral Agent Agent, each Lender and each Lenderof their respective Affiliates, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersemployees, attorneys, employeesconsultants and agents (collectively, agents and other representatives (Agent, Lenders the “Released Parties”) from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)debts, of and from all claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, suitsin each case, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether known or unknown, suspected contingent or unsuspectedfixed, both at direct or indirect, and of whatever nature or description, and whether in law and or in equity, under contract, tort, statute or otherwise, which Borrower, any Releasor has heretofore had or any of its successors, assigns, or other legal representatives may now or hereafter owncan, hold, have shall or claim to may have against the Releasees or any of them for, upon, or Released Party by reason of any circumstanceact, action, cause omission or thing whatsoever which arises at any time done or omitted to be done on or prior to the day and Transactions on the date of this Amendment, including, without limitation, for or on account hereof directly arising out of, connected with or in relation to, related to this Agreement or in any way other Loan Document (or any other document entered into in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovetherewith).

Appears in 8 contracts

Samples: Senior Secured Revolving Credit Agreement (Capital Southwest Corp), Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp), Senior Secured Revolving Credit Agreement (Capital Southwest Corp)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Collateral Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrowerany Loan Party, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower Each 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. Borrower Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 8 contracts

Samples: Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement (Vapotherm Inc)

Release. (a) In consideration of the agreements of Collateral Agent the Agents and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach of Borrower and each Guarantor that executes this Amendment, on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (Borrower, each Guarantor and all such other Persons being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lenderthe Agents, and its Lenders, and their successors and assigns, and its their present and former shareholders, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (AgentAgents, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives Releasor may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way related to or in connection with this Amendment, the Loan Existing Credit Agreement, the Amended Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. . (b) Each of Borrower and each Guarantor that executes this Amendment 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. . (c) Each of Borrower and each Guarantor that executes this Amendment agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 7 contracts

Samples: Term Loan Credit Agreement (Nuverra Environmental Solutions, Inc.), Term Loan Credit Agreement (Nuverra Environmental Solutions, Inc.), Term Loan Credit Agreement (Nuverra Environmental Solutions, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, Amendment for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall shall, to the fullest extent of the law, affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 7 contracts

Samples: Loan and Security Agreement (Tricida, Inc.), Loan and Security Agreement, Loan and Security Agreement (Tricida, Inc.)

Release. In consideration (a) By its acceptance of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable considerationthis Letter Agreement, the receipt Company hereby covenants and sufficiency agrees that (1) neither the Company nor any of which are its subsidiaries or affiliates, and the Company agrees, to the maximum extent permitted by law, none of its affiliates, members, securityholders or representatives, has or shall have any right of recovery under or in connection with the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, and to the extent that it has or obtains any such right, it, to the maximum extent permitted by law, hereby acknowledged, Borrower, waives (on its own behalf and on behalf of itself each of the aforementioned persons) each and its successors, assignsevery such right against, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent the Investor, MergerCo, SibCo and each Lenderof the former, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorscurrent or future security holders, directors, officers, attorneys, employees, agents agents, affiliates, members, managers, general or limited partners or assignees and other representatives of the Investor and MergerCo (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Persons”), of from and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and with respect to any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and natureclaim, known or unknown, suspected now existing or unsuspectedhereafter arising, both at law and in equityconnection with any transaction contemplated by or otherwise relating to the Merger Agreement or the transactions contemplated thereby, which Borrowerwhether by or through attempted piercing of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf of MergerCo (or any other person) against any Released Person, or otherwise under any theory of law or equity (the “Released Claims”), other than claims against the Investor pursuant to this Letter Agreement for up to its Merger Agreement Obligations; and (2) recourse against the Investor under this Letter Agreement (and solely to the extent of the Investor’s Merger Agreement Obligations) shall be the sole and exclusive remedy of the Company and the Company agrees, to the maximum extent permitted by law, each of its successorsaffiliates and representatives, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason Investor and each Released Person in respect of any circumstance, action, cause liabilities or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account ofobligations arising under, or in relation toconnection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto. The Company hereby covenants and agrees that, it shall not institute, directly or indirectly, and shall cause its Controlled Affiliates not to institute, and shall instruct its affiliates that are not Controlled Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, against any way Released Person except claims against the Investor (and solely to the extent of the Investor’s Merger Agreement Obligations) under this Letter Agreement. Notwithstanding the foregoing, in connection with the Loan pursuit by the Company of a claim under this Letter Agreement, the Company may pursue a declaratory judgment claim against MergerCo, but solely to the extent necessary to demonstrate that MergerCo has failed to perform its obligations under the Merger Agreement; provided, that such claim by the Company does not seek any other remedy (including damages) against MergerCo. (b) For all purposes of this Letter Agreement, pursuit of a claim against a person by the Company or any of the Company’s subsidiaries or Controlled Affiliates or the failure of the Company to instruct any affiliate that is not a Controlled Affiliate not to bring any claim in the name of or on behalf of the Company prior to such affiliate that is not a Controlled Affiliate actually pursuing such a claim, shall be deemed to be pursuit of a claim by the Company. A person shall be deemed to have pursued a claim against another person if such first person brings a legal action against such person, adds such other Loan Documents person to an existing legal proceeding, or transactions thereunder or related thereto. Borrower understands, otherwise asserts a legal claim of any nature against such person. (c) The Company acknowledges and agrees that the release Investor is agreeing to enter into this Letter Agreement in reliance on the provisions 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 this Section 10. This Section 10 shall survive termination of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovethis Letter Agreement.

Appears in 7 contracts

Samples: Letter Agreement (Neubauer Joseph), Letter Agreement (Neubauer Joseph), Letter Agreement (CCMP Capital Investors II, L.P.)

Release. In consideration of the agreements Required Banks' execution of Collateral Agent and each Lender contained herein this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower(x) the Borrower and each Guarantor hereby acknowledges that it has no defense, on behalf counterclaim, offset, cross-complaint, claim, or demand of itself and any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of its successorsliability to pay or perform any of the Obligations, assignsor to pay or perform any of its other obligations with respect to any other loans or other extensions of credit or financial accommodations made available to or for its account by any one or more members of the Bank Group, or to seek affirmative relief or damages of any kind or nature from the Bank Group, and other legal representatives, (y) the Borrower and each Guarantor does hereby fully, absolutelyunconditionally, unconditionally and irrevocably releasesforever relieve, remises relinquish, release, waive, discharge, and forever discharges Collateral Agent hold harmless the Bank Group and each Lender, of its members and each of its successors and assigns, and its present members' current and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, employees, agents, attorneys, employeessuccessors, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), assigns of and from any and all demandsclaims, debts, actions, causes of action, suitsliabilities, covenantsdemands, contractsobligations, controversiespromises, acts, agreements, promisescosts, sums expenses (including but not limited to reasonable attorneys' fees) and damages of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name kind and nature, whether now known or unknown, suspected or unsuspectedbased upon, both at law and in equityresulting from, which Borrowerarising out of, or any of its successors, assigns, in connection with loans or other legal representatives may now extensions of credit or hereafter own, hold, have financial accommodations made by any one or claim more members of the Bank Group from time to have against time to or for the Releasees account of the Borrower or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentSubsidiary, including, without limitation, for or on account ofany Loans made under, or in relation toand Letters of Credit issued under, the Credit Agreement or in any way connected with or related to any other instrument or document executed or delivered in connection with therewith and/or the Loan Agreement, administration or any of the other Loan Documents collection thereof and/or collateral therefor or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveguaranties thereof.

Appears in 7 contracts

Samples: Fourth Reinstatement and Modification of the Fourteenth Amendment and Forbearance Agreement (Atchison Casting Corp), Fourteenth Amendment and Forbearance Agreement (Atchison Casting Corp), Third Reinstatement and Modification of the Fourteenth Amendment and Forbearance Agreement (Atchison Casting Corp)

Release. In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and the making of loans by or on behalf of Agent and Lenders to Borrowers pursuant to the Loan Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, each Borrower and Parent on behalf of itself and its successors, assigns, and other legal representatives, hereby fullyhereby, jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their respective successors and assigns (Agent, Lenders each Lender and all such other persons parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, matured or unmatured, asserted or unasserted, fixed or contingent, foreseen or unforeseen and anticipated or unanticipated, which Borrowerany Borrower or Parent, or any of its successors, assigns, or other legal representatives and its successors and assigns may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, actionnature, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentAgreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of as amended and supplemented through the date hereof, this Agreement and the other Loan Documents or transactions thereunder or related theretoFinancing Agreements. Each Borrower and Parent 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 7 contracts

Samples: Loan and Security Agreement (Pacific Ethanol, Inc.), Loan and Security Agreement (Pacific Ethanol, Inc.), Loan and Security Agreement (Pacific Ethanol, Inc.)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower or any of its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. , other than to the extent of those Claims which arise from the gross negligence or willful misconduct of the applicable Releasee as determined in a final, non-appealable judgment by a court of competent jurisdiction. (b) Borrower 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. . (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 7 contracts

Samples: Credit Agreement (Cobra Electronics Corp), Credit Agreement (Cobra Electronics Corp), Credit Agreement (Cobra Electronics Corp)

Release. In consideration of the agreements of Collateral Agent Administrative Agent’s and the Lenders’ entering into this Amendment, each Lender contained herein Borrower hereby fully and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral each of the Administrative Agent and each Lenderthe Lenders, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, employeesagents, agents representatives, successors and other representatives (Agent, Lenders assigns and all such other persons being hereinafter referred to collectively as persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from any and all demandsclaims, actionsallegations, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, costs or demands and liabilities whatsoever liabilities, of every name and whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, both at law and in equityanticipated or unanticipated, which Borrowerany Borrower or any Subsidiary has, had, claims to have or to have had or hereafter claims to have or have had against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of its successorsthem, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or occurring prior to the day date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of this Amendmentthe Credit Agreement (collectively, including, without limitation, for all of the foregoing are the “Claims”). Each Borrower represents and warrants that it has no knowledge of any claim by it or by any Subsidiary against the Released Parties or of any facts or acts or omissions of the Released Parties which on account of, the date hereof would be the basis of a Claim by it or in relation to, or in by any way in connection with the Loan Agreement, Subsidiary or any of the other Loan Documents or transactions thereunder or related thereto. Party against the Released Parties which is not released hereby, and each Borrower understands, acknowledges represents and agrees warrants that the release set forth above may be pleaded as foregoing constitutes a full and complete defense release of all Claims by or on behalf of each Borrower and may be used as any Subsidiary. The inclusion of a basis release provision in this Amendment shall not give rise to any inference that but 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveClaim otherwise would exist.

Appears in 6 contracts

Samples: Credit Agreement, Credit Agreement (Famous Daves of America Inc), Credit Agreement (Famous Daves of America Inc)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, Lender and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentAmendment Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Agreement or any of the other Loan Debt Documents or transactions thereunder or related thereto. . (b) Borrower understands, acknowledges and agrees that the its 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. . (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 6 contracts

Samples: Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Regado Biosciences Inc), Loan and Security Agreement (Regado Biosciences Inc)

Release. Borrower may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Loan Agreement or the other Loan Documents. Bank and Borrower desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus Borrower makes the releases contained in this Section 10. In consideration of the agreements of Collateral Agent Bank entering into this Amendment, Borrower hereby fully and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent and each Lender, Bank and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, employees, subsidiaries, branches, affiliates, attorneys, employeesagents, agents representatives, successors and other representatives (Agent, Lenders assigns and all such other persons being hereinafter referred to collectively as persons, firms, corporations and organizations acting on any of their behalf (collectively, the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from any and all demandsclaims, actionsallegations, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, costs or demands and liabilities whatsoever liabilities, of every name and whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, both at law and in equityanticipated or unanticipated, which BorrowerBorrower has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of its successorsthem, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or occurring prior to the day date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of this Amendmentthe Loans, includingthe Obligations, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Agreement or any of the other Loan Documents or transactions thereunder or related thereto(collectively, all of the foregoing, the “Claims”). Borrower understands, acknowledges represents and agrees warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts of omission of the Released Parties which on the date hereof would be the basis of a claim by Borrower against the Released Parties which is not released hereby. Borrower represents and warrants that the release set forth above may be pleaded as foregoing constitutes 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 release of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveall Claims.

Appears in 6 contracts

Samples: Loan and Security Agreement (Rosetta Stone Inc), Loan and Security Agreement (Rosetta Stone Inc), Loan and Security Agreement (Rosetta Stone Inc)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BorrowerStockholder, on behalf of itself and its successorsAffiliates, assignsheirs, beneficiaries, family members (whether by blood, adoption or marriage), successors and other legal representativesassigns (collectively, the “Releasing Parties”), hereby fully, absolutely, forever and unconditionally waives and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, releases Parent and its successors and assigns, and its present current and former shareholders, affiliates, subsidiaries, divisions, predecessors, directorsAffiliates, officers, attorneysdirectors and agents (collectively, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and to the fullest extent permitted by Law, from all demands, actions, causes of action, suits, covenantsdebts, contractscosts, controversiespenalties, agreements, promisesdues, sums of money, accounts, reckonings, bonds, bills, reckoningsliabilities, damages and covenants, contracts, controversies, variances, trespasses, damages, judgments, demands, grievances or any and all other claims, counterclaims, defenses, rights claims of set-off, demands and liabilities whatsoever of every name and any kind or nature, known or unknown, suspected existing or unsuspectedclaimed to exist, fixed or contingent, both at law and in equityequity (“Causes of Action”), that such Releasing Party now has, has ever had or may hereafter have against the Released Parties arising contemporaneously with or prior to the Effective Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date in connection with, or to the extent relating to, the Company and/or any of its Subsidiaries or Affiliates; provided, however, that nothing contained herein will release any Released Party from any Causes of Action arising under this Agreement, the Merger Agreement or the Transaction Documents or any rights to indemnification or to advancement or reimbursement of expenses to which Borrower, the current and former directors and officers of the Company or any of its successorsSubsidiaries may be entitled to pursuant to the Merger Agreement, assignsany applicable Contract in effect on the date hereof, applicable Law or other legal representatives may now or hereafter own, hold, have or claim to have against arising under the Releasees Organizational Documents of the Company or any of them forits Subsidiaries if, uponand to the extent, any such rights to indemnification or to advancement or reimbursement of expenses arise out of, or by reason of any circumstanceotherwise relate to, action, cause actions or thing whatsoever which arises at any time on claims brought or prior to asserted against such persons after the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 6 contracts

Samples: Closing Agreement (Standard Parking Corp), Closing Agreement (Standard Parking Corp), Closing Agreement (Standard Parking Corp)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan and Security Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 6 contracts

Samples: Loan and Security Agreement (Sorrento Therapeutics, Inc.), Loan and Security Agreement (Sorrento Therapeutics, Inc.), Loan and Security Agreement (Sorrento Therapeutics, Inc.)

Release. In consideration (a) Effective on the date hereof, each of the agreements of Collateral Agent Borrower and, for itself and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representativesofficers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through such Person, hereby fullywaives, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent Lender, each of its Affiliates, and each Lenderof their respective successors in title, and its successors and assignspast, and its present and former shareholdersfuture officers, affiliatesdirectors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, divisionsshareholders, predecessors, directors, officers, attorneys, employeestrustees, agents and other representatives (Agent, Lenders professionals and all such other persons being hereinafter referred and entities to collectively as whom Lender would be liable if such persons or entities were found to be liable to Borrower (each a “Releasee” and collectively, the “Releasees” and individually as a “Releasee”), of from any and from all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, actionsobligations, liabilities, causes of action, suitsdamages, covenantslosses, contractscosts and expenses of any kind or character, controversieswhether based in equity, agreementslaw, promisescontract, sums of moneytort, accountsimplied or express warranty, billsstrict liability, reckoningscriminal or civil statute or common law (each a “Claim” and collectively, damages and any and all other claimsthe “Claims”), counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, both at law and in equitywhich Borrower ever had from the beginning of the world, which Borrowernow has, or any of its successors, assigns, or other legal representatives may now or might hereafter own, hold, have or claim to have against the Releasees any such Releasee which relates, directly or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior indirectly to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, any other Loan Document, or to any acts or omissions of any such Releasee with respect to the Loan Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in this Amendment. As to each and every claim released hereunder, Borrower hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the other Loan Documents provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” (b) Borrower acknowledges that it may hereafter discover facts different from or transactions thereunder in addition to those now known or related theretobelieved to be true with respect to such claims, demands, or causes of action and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Borrower 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. (c) Borrower, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any claim released, remised and discharged by such Person pursuant to the above release. Borrower further agrees that no fact, event, circumstance, evidence it shall not dispute the validity or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature enforceability of the release set forth aboveLoan Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Lender’s Lien on any item of Collateral under the Loan Agreement or the other Loan Documents. If Borrower or any of its successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.

Appears in 5 contracts

Samples: Loan and Security Agreement (Freshpet, Inc.), Loan and Security Agreement (Freshpet, Inc.), Loan and Security Agreement (Freshpet, Inc.)

Release. In consideration of the agreements of Collateral Administrative Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, assigns and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Administrative Agent and each Lender, and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Administrative Agent, Lenders each Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower or any of its successors, assigns, assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, upon or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Agreement or any of the other Loan Documents or transactions thereunder or related theretothereto (collectively, the “Released Claims”). Borrower understands, acknowledges and agrees that the release set forth above (the “Release”) 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 releasethe Release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveRelease. Borrower acknowledges that the Release constitutes a material inducement to Administrative Agent and the Lenders to enter into this Amendment and that Administrative Agent and the Lenders would not have done so but for Administrative Agent’s and each Lender’s expectation that the Release is valid and enforceable in all events.

Appears in 5 contracts

Samples: Term Loan Agreement (T2 Biosystems, Inc.), Term Loan Agreement (T2 Biosystems, Inc.), Term Loan Agreement (EyePoint Pharmaceuticals, Inc.)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderLenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, either known or unknown, suspected or unsuspectedsuspected, both at law and in equity, which Borrower, any Loan Party or any of its their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower . (b) Each 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 5 contracts

Samples: Credit Agreement (SAVVIS, Inc.), Credit Agreement (SAVVIS, Inc.), Credit Agreement (SAVVIS, Inc.)

Release. In consideration As of the agreements date hereof and as of Collateral Agent and the Effective Date, each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of for itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assignsassigns and for Guarantor (collectively, the “Borrower Parties”) hereby fully and forever releases, discharges and acquits Lender and its parent, subsidiary, affiliate and predecessor corporations, and its their respective past and present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersshareholders, partners, attorneys, employeeslegal representatives, agents and other representatives (Agentemployees, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” their successors, heirs and individually as a “Releasee”)assigns and each of them, of and from and against any and all claims, demands, actionsobligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, billscompensation, reckoningscontracts, damages controversies, promises, damages, costs, losses and any and all other claimsremedies therefor, counterclaims, defenseschooses in action, rights of set-offindemnity or liability of any type, demands and liabilities whatsoever of every name and kind, nature, description or character whatsoever, and irrespective of how, why or by reason of what facts, whether known or unknown, suspected whether liquidated or unsuspectedunliquidated (collectively, both at law and in equity, “Claims”) which Borrowerany of such Borrower Parties may now have, or heretofore have had against any of its successorssaid persons, assignsfirms or entities, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of, arising out of or based upon conduct, events or occurrences on or before the Recordation relating to: (i) the Loan or the Property; (ii) the review, approval or disapproval of any circumstanceand all documents, actioninstruments, cause or thing whatsoever which arises at any time on or prior projections, estimates, plans, specifications, drawings and all other items submitted to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way Lender in connection with the Loan Agreement, or any the Property; (iii) the disbursements of funds under the Loan; (iv) the amendment or modification of the other Loan Documents made pursuant to this Agreement; (v) Lender’s acts, statements, conduct, representations and omissions made in connection with the Loan and any amendment or transactions thereunder modification relating thereto; or related thereto. Borrower 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 (vi) any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, eventmatter, circumstancetransaction or event relating thereto, evidence whether known or transaction which could now unknown; provided that, nothing contained herein shall be asserted deemed a release of Lender’s obligations under this Agreement or which may hereafter be discovered shall affect in any manner (to the finalextent first arising and accruing after the Closing) the Existing Loan Documents, absolute and unconditional nature of the release set forth aboveas modified.

Appears in 5 contracts

Samples: Loan Modification Agreement, Loan Modification Agreement (Reven Housing REIT, Inc.), Loan Modification Agreement (Reven Housing REIT, Inc.)

Release. In consideration (a) By its acceptance of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable considerationthis Limited Guarantee, the receipt Company hereby covenants and sufficiency agrees that (1) neither the Company nor any of which are its subsidiaries or affiliates, and the Company agrees, to the maximum extent permitted by law, none of its affiliates, members, securityholders or representatives, has or shall have any right of recovery under or in connection with the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, and to the extent that it has or obtains any such right, it, to the maximum extent permitted by law, hereby acknowledged, Borrower, waives (on its own behalf and on behalf of itself each of the aforementioned persons) each and its successors, assignsevery such right against, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent the Limited Guarantor, Merger Sub, Parent and each Lenderof the former, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorscurrent or future security holders, directors, officers, attorneys, employees, agents agents, affiliates, members, managers, general or limited partners or assignees and other representatives of the Limited Guarantor and Merger Sub (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Persons”), of from and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and with respect to any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and natureclaim, known or unknown, suspected now existing or unsuspectedhereafter arising, both at law and in equityconnection with any transaction contemplated by or otherwise relating to the Merger Agreement or the transactions contemplated thereby, which Borrowerwhether by or through attempted piercing of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf of Merger Sub (or any other person) against any Released Person, or otherwise under any theory of law or equity (the “Released Claims”), other than claims against the Limited Guarantor pursuant to this Limited Guarantee for up to its Obligations; and (2) recourse against the Limited Guarantor under this Limited Guarantee (and solely to the extent of the Limited Guarantor’s Obligations) shall be the sole and exclusive remedy of the Company and the Company agrees, to the maximum extent permitted by law, each of its successorsaffiliates and representatives, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason Limited Guarantor and each Released Person in respect of any circumstance, action, cause liabilities or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account ofobligations arising under, or in relation toconnection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto. The Company hereby covenants and agrees that, it shall not institute, directly or indirectly, and shall cause its Controlled Affiliates not to institute, and shall instruct its affiliates that are not Controlled Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, against any way Released Person except claims against the Limited Guarantor (and solely to the extent of the Limited Guarantor’s Obligations) under this Limited Guarantee. Notwithstanding the foregoing, in connection with the Loan pursuit by the Company of a claim under this Limited Guarantee, the Company may pursue a declaratory judgment claim against Merger Sub, but solely to the extent necessary to demonstrate that Merger Sub has failed to perform its obligations under the Merger Agreement; provided, that such claim by the Company does not seek any other remedy (including damages) against Merger Sub. (b) For all purposes of this Limited Guarantee, pursuit of a claim against a person by the Company or any of the Company’s subsidiaries or Controlled Affiliates or the failure of the Company to instruct any affiliate that is not a Controlled Affiliate not to bring any claim in the name of or on behalf of the Company prior to such affiliate that is not a Controlled Affiliate actually pursuing such a claim, shall be deemed to be pursuit of a claim by the Company. A person shall be deemed to have pursued a claim against another person if such first person brings a legal action against such person, adds such other Loan Documents person to an existing legal proceeding, or transactions thereunder or related thereto. Borrower understands, otherwise asserts a legal claim of any nature against such person. (c) The Company acknowledges and agrees that the release Limited Guarantor is agreeing to enter into this Limited Guarantee in reliance on the provisions 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 this Section 10. This Section 10 shall survive termination of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovethis Limited Guarantee.

Appears in 5 contracts

Samples: Limited Guarantee (Weston Presidio v Lp), Limited Guarantee (Leever Daniel H), Limited Guarantee (Court Square Capital Partners II LP)

Release. In As additional consideration for the execution, delivery and performance of this Amendment by the agreements of parties hereto and to induce the Administrative Agent, the Collateral Agent and each Lender contained herein and for other good and valuable considerationthe Lenders to enter into this Amendment, the receipt Borrower warrants and sufficiency represents to the Administrative Agent, the Collateral Agent and the Lenders that to the best of which are its knowledge no facts, events, statuses or conditions exist or have existed which, either now or with the passage of time or giving of notice, or both, constitute or will constitute a basis for any claim or cause of action against the Administrative Agent, the Collateral Agent or any Lender or any defense to (i) the payment of Obligations under the Revolver Notes and/or the Loan Documents, or (ii) the performance of any of its obligations with respect to the Revolver Notes and/or the Loan Documents. In the event any such facts, events, statuses or conditions exist or have existed, Borrower unconditionally and irrevocably hereby acknowledgedRELEASES, BorrowerRELINQUISHES and forever DISCHARGES Administrative Agent, on behalf of itself the Collateral Agent and its the Lenders, as well as their predecessors, successors, assigns, and other legal representativesagents, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersshareholders, attorneys, employees, agents employees and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)representatives, of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaimsdemands, defensesactions and causes of action of any and every kind or character, rights of set-off, demands and liabilities whatsoever of every name and nature, known past or unknown, suspected or unsuspected, both at law and in equitypresent, which Borrower, or Borrower may have against any of its them or their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives arising out of or other legal representatives may now with respect to (a) any right or hereafter ownpower to bring any claim for usury or to pursue any cause of action based on any claim of usury, hold, have or claim and (b) any and all transactions relating to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or Loan Documents occurring prior to the day and date hereof, including any loss, cost or damage, of this Amendmentany kind or character, including, without limitation, for or on account of, or in relation to, arising out of or in any way connected with or in connection with any way resulting from the Loan Agreementacts, actions or omissions of any of the other Loan Documents or transactions thereunder or related thereto. Borrower understandsthem, acknowledges and agrees that the release set forth above may be pleaded as a full their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and complete defense and may be used as a basis for an injunction against representatives, including any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander or conspiracy, but in each case only to the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveextent permitted by applicable Law.

Appears in 5 contracts

Samples: Credit Agreement (Allis Chalmers Energy Inc.), Credit Agreement (Allis Chalmers Energy Inc.), Credit Agreement (Allis Chalmers Energy Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan and Security Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 5 contracts

Samples: Loan and Security Agreement (Apollo Endosurgery, Inc.), Loan and Security Agreement (Alimera Sciences Inc), Loan and Security Agreement (Apollo Endosurgery, Inc.)

Release. In consideration (a) As of the agreements date hereof, each of the Borrowers and the Company, for themselves and their successors and assigns (collectively, the "Borrower Parties") hereby fully and forever releases, discharges and acquits each of the Lenders, the Collateral Agent and each Lender contained herein their parent, subsidiary, affiliate and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assignspredecessor corporations, and other their respective past and present officers, directors, shareholders, partners, attorneys, legal representatives, hereby fullyagents and employees, absolutelyand their successors, unconditionally heirs and irrevocably releases, remises and forever discharges Collateral Agent assigns and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)of them, of and from and against any and all claims, demands, actionsobligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, billscompensation, reckoningscontracts, damages controversies, promises, damages, costs, losses and any and all other claimsremedies therefor, counterclaims, defenseschoses in action, rights of set-offindemnity or liability of any type, demands kind, nature, description or character whatsoever, and liabilities whatsoever irrespective of every name and naturehow, why or by reason of what facts, whether liquidated or unliquidated, known or unknown, suspected or unsuspectedto any of the Borrowers (collectively, both at law and in equity"Claims"), which Borrowerany of such Borrower Parties may now have against any of said persons, firms or entities, by reason of, arising out of or based upon conduct, events or occurrences on or before the date hereof relating to: (i) any of the Loans or the Loan Documents; (ii) the review, approval or disapproval of any and all documents, instruments, projections, advances, estimates, plans, specifications, drawings and all other items submitted to any of the Lenders or Collateral Agent in connection with the Loans or the Loan Documents; (iii) the disbursements of funds under the Loan Documents; (iv) the amendment or modification of the Loan Agreement made pursuant to this Amendment; (v) any Lender's or Collateral Agent's acts, statements, conduct, representations and omissions made in connection with the Loans or Loan Documents and any amendment or modification relating thereto; or (vi) any fact, matter, transaction or event relating as of the date hereof, provided that nothing contained herein shall be deemed a release of any Lender's or Collateral Agent's obligations under this Amendment or (to the extent first arising and accruing after the date hereof) the Loan Agreement, as modified, or (to the extent first arising and accruing after the date hereof) a release of any Lender's or Collateral Agent's obligations under the Loan Documents as expressly set forth therein. (b) Each of the Borrower Parties represents and warrants that it has not heretofore assigned or transferred, or purported to assign or to transfer, to any person or entity any matter released hereunder or any portion thereof or interest therein, and each of the Borrower Parties agrees, jointly and severally, to indemnify, defend and hold the parties set forth hereinabove harmless from and against any and all claims based on or arising out of any such assignment or transfer or purported assignment or transfer. (c) It is hereby further understood and agreed that the acceptance of delivery of this release by the parties released hereby shall not be deemed or construed as an admission of liability of any nature whatsoever arising from or related to the subject of the within release. (d) Each of the Borrower Parties hereby agrees, represents and warrants that it has had advice of counsel of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against own choosing in negotiations for and the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date preparation of this Amendment, includingincluding the foregoing release and waivers, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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 it has read the provisions of this Amendment, including the foregoing release and waivers, that it has had the foregoing release and waivers fully explained by such release. Borrower agrees counsel, and that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute it is fully aware of its contents and unconditional nature of the release set forth abovelegal effect.

Appears in 5 contracts

Samples: Loan and Security Agreement (Sun Healthcare Group Inc), Loan and Security Agreement (Sun Healthcare Group Inc), Loan and Security Agreement (Sun Healthcare Group Inc)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf of itself and each of its Affiliates and Subsidiaries and each of their respective successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, Lender and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentAmendment Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Credit Agreement or any of the other Loan Financing Documents or transactions thereunder or related thereto. . (b) Borrower understands, acknowledges and agrees that the its 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. . (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 5 contracts

Samples: Credit and Security Agreement (Ocular Therapeutix, Inc), Credit and Security Agreement (Catabasis Pharmaceuticals Inc), Credit and Security Agreement (ZS Pharma, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Borrower 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 waives the provisions of such release. Borrower agrees that no factCalifornia Civil Code section 1542, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.states:

Appears in 4 contracts

Samples: Loan and Security Agreement (BridgeBio Pharma, Inc.), Loan and Security Agreement (BridgeBio Pharma, Inc.), Loan and Security Agreement (BridgeBio Pharma, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Borrower waives the provisions of California Civil Code section 1542, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Appears in 4 contracts

Samples: Loan and Security Agreement (Oak Street Health, Inc.), Loan and Security Agreement (Oak Street Health, Inc.), Loan and Security Agreement (Oak Street Health, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date execution of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction existing prior to the execution of this Amendment which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Borrower waives the provisions of California Civil Code section 1542, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Appears in 4 contracts

Samples: Loan and Security Agreement (Aveo Pharmaceuticals, Inc.), Loan and Security Agreement (Aveo Pharmaceuticals, Inc.), Loan and Security Agreement (Paratek Pharmaceuticals, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BorrowerBorrower and Parent, each on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which BorrowerBorrower and Parent, or any of its their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with with, the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understandsand Parent understand, acknowledges acknowledge and agrees agree 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. Borrower agrees and Parent agree that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 4 contracts

Samples: Credit Agreement (RedHill Biopharma Ltd.), Credit Agreement (RedHill Biopharma Ltd.), Credit Agreement (RedHill Biopharma Ltd.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Collateral Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 4 contracts

Samples: Loan and Security Agreement (Ardelyx, Inc.), Loan and Security Agreement (Ardelyx, Inc.), Loan and Security Agreement (Ardelyx, Inc.)

Release. (i) In consideration of the agreements of Collateral Agent and each Lender the Fifth Third Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach of the Loan Parties, on behalf of itself and its successors, successors and assigns, and its present and former members, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other legal representativesrepresentatives (each Loan Party and all such other Persons being hereinafter referred to collectively as the "Releasing Parties" and individually as a "Releasing Party"), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lenderthe Fifth Third Parties, and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents agents, legal representatives and other representatives (Agent, Lenders the Fifth Third Parties and all such other persons Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name kind and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrower, or any of its successors, assigns, or other legal representatives Releasing Party may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentAgreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Agreement, the Loan AgreementAgreements, or the Lease Agreements, the Guarantees, any of the other Loan Documents or any of the transactions thereunder hereunder or related thereto. Borrower understandsthereunder. (ii) Loan Parties understand, acknowledges acknowledge and agrees agree that the release set forth above may be pleaded as a full and complete defense to any Claim 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. Borrower agrees . (iii) Loan Parties agree that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 4 contracts

Samples: Fourth Forbearance Agreement and Amendment (Global Axcess Corp), Forbearance Agreement (Global Axcess Corp), Forbearance Agreement (Global Axcess Corp)

Release. In consideration of order to induce the agreements of Collateral Agent and each Lender contained herein and for other good and valuable considerationPurchaser to enter into this Amendment, the receipt Issuer acknowledges and sufficiency agrees that: (i) the Issuer does not have any claim or cause of which are hereby acknowledged, Borrower, on behalf action against the Purchaser (or any of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneysemployees or agents); (ii) the Issuer does not have any offset right, employeescounterclaim, agents right of recoupment or any defense of any kind against the Issuer’s obligations, indebtedness or liabilities to the Purchaser; and other representatives (Agentiii) the Purchaser has heretofore properly performed and satisfied in a timely manner all of its obligations to the Issuer. The Issuer wishes to eliminate any possibility that any past conditions, Lenders acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Purchaser’ rights, interests, contracts, collateral security or remedies. Therefore, the Issuer unconditionally releases, waives and forever discharges (A) any and all such liabilities, obligations, duties, promises or indebtedness of any kind of the Purchaser to the Issuer, except the obligations to be performed by the Purchaser on or after the date hereof as expressly stated in this Amendment, the Purchase Agreement and the other persons being hereinafter referred to collectively as the “Releasees” Purchase Documents, and individually as a “Releasee”)(B) all claims, of and from all demands, actionsoffsets, causes of action, suitsright of recoupment, covenantssuits or defenses of any kind whatsoever (if any), contractswhether arising at law or in equity, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, the Issuer might otherwise have against the Purchaser or any of its successorsdirectors, assignsofficers, employees or other legal representatives may now agents, in either case (A) or hereafter own(B), hold, have or claim to have against the Releasees or any of them for, upon, or by reason on account of any circumstancepast or presently existing condition, actionact, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no factomission, event, circumstancecontract, evidence liability, obligation, indebtedness, claim, cause of action, defense, circumstance or transaction which could now be asserted or which may hereafter be discovered shall affect in matter of any manner the final, absolute and unconditional nature of the release set forth abovekind.

Appears in 4 contracts

Samples: Note Purchase Agreement (Emmis Communications Corp), Note Purchase Agreement (Emmis Communications Corp), Note Purchase Agreement (Emmis Communications Corp)

Release. In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and the making of loans by or on behalf of Agent and Lenders to Borrowers pursuant to the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, each Borrower on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (the “Releasing Parties”), hereby fullyhereby, jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their respective successors and assigns (Agent, Lenders each Lender and all such other persons parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, matured or unmatured, asserted or unasserted, fixed or contingent, foreseen or unforeseen and anticipated or unanticipated, which Borrower, or any of its successors, assigns, or other legal representatives Releasing Party may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, actionnature, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Credit Agreement, or any of as amended and supplemented through the date hereof, this Amendment and the other Loan Documents or transactions thereunder or related theretoDocuments. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner It is the final, absolute and unconditional nature intention of the Releasing Parties that the above release set forth aboveshall be effective as a full and final release of each and every matter specifically and generally referred to above clause (a). Each Releasing Party acknowledges and represents that it has been advised by independent legal counsel with respect to the agreements contained herein and with respect to the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED THE SETTLEMENT WITH THE DEBTOR OR RELEASEE.” Each Releasing Party, being aware of said code section, expressly waives on its own behalf and on behalf of those for which such Releasing Party is giving the release, any and all rights either may have thereunder, as well as under any other statute or common law principle of similar effect, with respect to any of the matters released herein. This release shall act as a release of all included claims, rights and causes of action, whether such claims are currently known, unknown, foreseen or unforeseen and regardless of any present lack of knowledge as to such claims. Each Releasing Party understands and acknowledges the significance and consequence of this waiver of California Civil Code Section 1542, and hereby assumes full responsibility for any injuries, damages, losses or liabilities released herein.

Appears in 4 contracts

Samples: Credit Agreement (Alto Ingredients, Inc.), Credit Agreement (Alto Ingredients, Inc.), Credit Agreement (Pacific Ethanol, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower(a) Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral the Administrative Agent and each LenderLenders, in their respective capacities as Administrative Agent and Lenders under the Credit Agreement, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Administrative Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-set off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, such Loan Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of that this AmendmentAmendment is executed by all parties, including, without limitation, in each case solely for or on account of, of or in relation to, or in any way in connection with relating to the Loan Credit Agreement, or any of the other Loan Documents or the transactions thereunder or related thereto. , but not including any Claims based on (i) any unfulfilled Borrowing request that remains outstanding as of the date of this Amendment and for which a request for Borrowing has been properly given by Borrower Representative under the Credit Agreement but not yet funded by Lenders, or (ii) checks, wire transfers or other matters which are ancillary to the credit transactions contemplated by the Credit Agreement. (b) Each Loan Party understands, acknowledges and agrees that the its 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. Borrower . (c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 4 contracts

Samples: Credit Agreement (Centerplate, Inc.), Credit Agreement (Centerplate, Inc.), Credit Agreement (Centerplate, Inc.)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releasesrelease, remises remise and forever discharges Collateral Agent and each discharge Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name kind and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrower, Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Amendment, the Loan Agreement, or any of the other Loan Other Documents or transactions hereunder or thereunder other than Claims caused by or related thereto. resulting from the willful misconduct, bad faith or gross negligence of the applicable Releasee. (b) Borrower 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. . (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 4 contracts

Samples: Loan and Security Agreement (Sri Surgical Express Inc), Loan and Security Agreement (Sri Surgical Express Inc), Loan and Security Agreement (Sri Surgical Express Inc)

Release. In consideration of The Releasor hereby irrevocably and unconditionally releases the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself Company and its successorspast, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsfuture officers, directors, officersagents, attorneysconsultants, employees, agents representatives, and other representatives insurers, as applicable, together with all successors and assigns of any of the foregoing (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from all claims, demands, actions, causes of action, suits, covenantsrights of action, contracts, controversies, covenants, obligations, agreements, promisesdamages, sums of moneypenalties, accountsinterest, billsfees, expenses, costs, remedies, reckonings, damages extents, responsibilities, liabilities, suits, and any and all other claimsproceedings of whatsoever kind, counterclaimsnature, defensesor description, rights of set-offdirect or indirect, demands and liabilities whatsoever of every name and naturevested or contingent, known or unknown, suspected or unsuspected, both at law and in contract, tort, law, equity, which Borroweror otherwise, under the laws of any jurisdiction, that the Releasor or his predecessors, legal representatives, successors or assigns, ever had, now has, or any of its successorshereafter can, assignsshall, or other legal representatives may now or hereafter ownhave, hold, have or claim to have against the Releasees or any of them Released Parties, including but not limited to the Owed Amount, for, upon, or by reason of any circumstancematter, actioncause, cause or thing whatsoever which arises at any time on or prior to from the day beginning of the world through, and including, the date of this AmendmentRelease (“Claims”). The Releasor understands that this Release releases claims that the Releasor may not know about. This is the Releasor’s knowing and voluntary intent, includingeven though the Releasor recognizes that someday he might learn that some or all of the facts that he currently believes to be true are untrue and even though he might then regret having signed this Release. The Releasor agrees that it will not pursue, without limitationfile or assert or permit to be pursued, for filed or on account ofasserted any civil action, suit or in relation to, legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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 civil action, suit or other proceeding which may be instituted, prosecuted or attempted legal proceeding) in breach connection with any matter concerning its relationship with the Company and/or the Owed Amount with respect to all of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner claims released herein arising from the final, absolute and unconditional nature beginning of the release set forth aboveworld up to and including the date of execution of this Release (whether known or unknown to it and including any continuing effects of any acts or practices prior to the date of execution of this Release). The Releasor acknowledges that he is not entitled to any other payments or benefits of any kind from the Company.

Appears in 4 contracts

Samples: Release Agreement (Gold Torrent, Inc.), Release Agreement (Gold Torrent, Inc.), Release Agreement (Gold Torrent, Inc.)

Release. In MSG agrees that for itself and for its predecessors, Subsidiaries (including for this purpose any Subsidiary of MSG that is also a Subsidiary of Cablevision), departments, divisions and sections and for their successors, Affiliates (including for this purpose any Subsidiary of MSG that is also a Subsidiary of Cablevision), heirs, assigns, executors, administrators, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each a “Releasor” and collectively, the “Releasors”), in consideration of the agreements making by Cablevision of Collateral Agent the Transfers, release, waive and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself forever discharge Cablevision and its predecessors, Subsidiaries, departments, divisions, sections, successors, Affiliates, heirs, assigns, and other legal representativesexecutors, hereby fullyadministrators, absolutelypartners, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officers, attorneysshareholders, employees, attorneys and agents (individually, each a “Releasee” and other representatives (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees”) from, and individually as a “Releasee”)shall, of in addition to other obligations under Article III, indemnify and from hold harmless all demandssuch persons against and from, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever Liabilities of every name and nature, in law or equity, known or unknown, suspected or unsuspectedwhich against any Releasee, both at law and in equitya Releasor ever had, which Borrower, or any of its successors, assigns, or other legal representatives may now has or hereafter owncan, holdshall or may have by reason of any matter, have act, omission, conduct, transaction or claim occurrence from the beginning of the world up to have against and including the Releasees or any of them Distribution Date for, upon, or by reason of, asserted in or arising out of, or related to: • The management of any circumstancethe business and affairs of MSG (and its predecessors, action, cause or thing whatsoever which arises at any time subsidiaries and Affiliates) and the MSG Business on or prior to the day and date Distribution Date; • The terms of this AmendmentAgreement, includingthe Ancillary Agreements, without limitationthe Distribution, for the Certificate of Incorporation or on account of, or in relation to, or in any way in connection with the Loan AgreementBy-Laws of MSG; and • Any other decision that may have been made, or any of action taken, relating to MSG (and its predecessors, subsidiaries and Affiliates) or the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveDistribution.

Appears in 4 contracts

Samples: Distribution Agreement (Cablevision Systems Corp /Ny), Distribution Agreement (Madison Square Garden, Inc.), Distribution Agreement (Madison Square Garden, Inc.)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach of Company, each Subsidiary Guarantor and each Sponsor Guarantor, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderLenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, financial advisors, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, either known or unknown, suspected or unsuspectedsuspected, both at law and in equity, which BorrowerCompany, any Subsidiary Guarantor, any Sponsor Guarantor or any of its their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or any other documents entered into in connection therewith or transactions thereunder or related thereto. Borrower understands. (b) Company, acknowledges each Subsidiary Guarantor and agrees each Sponsor Guarantor warrant, represent and agree that the release set forth above may be pleaded they are fully aware of California Civil Code Section 1542, which provides 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.follows:

Appears in 4 contracts

Samples: Credit Agreement (Westwood One Inc /De/), Credit Agreement (Westwood One Inc /De/), Credit Agreement (Westwood One Inc /De/)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower(a) Employee, on behalf of itself Employee and its successorsEmployee’s heirs, spouse, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and other legal representatives, hereby fully, absolutely, unconditionally absolutely releases and irrevocably releases, remises and forever discharges Collateral Agent each member of the Company Group (defined below) and each Lenderof its predecessors, and its successors and assigns, and its each of their respective past, present and former shareholdersfuture employees, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersagents, owners, partners, members, equity holders, shareholders, representatives, attorneys, employeesinsurers and benefit plans (collectively, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from all claims, demands, actions, causes of action, suits, covenants, contracts, controversies, agreementsactions, promises, sums of money, accounts, bills, reckonings, damages and any and all other claimscrossclaims, counterclaims, defensesdemands, rights debts, compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, claims for costs and attorneys’ fees, losses or liabilities of set-off, demands any nature whatsoever in law and liabilities whatsoever of every name in equity and natureany other liabilities, known or unknown, suspected or unsuspectedunsuspected of any nature whatsoever (hereinafter, both at law and in equity, which Borrower, “Claims”) that Employee has or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees Released Parties from the beginning of time through the date upon which Employee signs this Agreement, including, but not limited to, those Claims: (i) arising from or in any way related to Employee’s employment or termination of employment with any of the Released Parties; (ii) arising from or in any way related to any agreement with any of the Released Parties, including under that certain Employment Agreement to which Employee is a party and pursuant to which this Agreement is being executed and delivered (the “Employment Agreement”); and/or (iii) arising from or in any way related to awards, policies, plans, programs or practices of any of the Released Parties that may apply to Employee or in which Employee may participate, in each case, including, but not limited to, (x) any Claims for an alleged violation of any federal, state or local laws or regulations, to the extent permitted by applicable law, including, but not limited to, the Age Discrimination in Employment Act, California Civil Code and the California Fair Employment and Housing Act; (y) any Claims for negligent or intentional infliction of emotional distress, breach of contract, fraud or any other unlawful behavior; and (z) any Claims for wages, commissions, incentive pay, vacation, paid time off, expense reimbursements, severance pay and benefits, retention pay, benefits, notice pay, punitive damages, liquidated damages, penalties, attorneys’ fees, costs and/or expenses. As used herein, “Company Group” means, collectively, QuoteLab, LLC, a Delaware limited liability company (the “Company”), and MediaAlpha, Inc., a Delaware corporation (“Parent”), and each of them forits subsidiaries. (b) Employee represents that Employee has not made assignment or transfer of any right or Claim covered by this Agreement and Employee represents that Employee is not aware of any such right or Claim. Employee further affirms that he has not filed or caused to be filed, uponand presently is not a party to, any Claim, complaint or action against any of the Released Parties in any forum or form and that he knows of no facts which may lead to any Claim, complaint or action being filed against any of the Released Parties in any forum by Employee or by any agency, group, or by reason class of persons. Employee further affirms that he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act of 1993. If any agency or court assumes jurisdiction of any circumstancesuch Claim, actioncomplaint or action against any of the Released Parties on behalf of Employee, cause Employee will request such agency or thing whatsoever court to withdraw the matter. (c) Employee understands that Employee may later discover claims or facts that may be different than, or in addition to, those which arises at any time on Employee now knows or prior believes to exist with regards to the day and date subject matter of this AmendmentAgreement, and which, if known at the time of executing this Agreement, may have materially affected this Agreement or Employee’s decision to enter into it. Employee hereby waives any right or claim that might arise as a result of such different or additional claims or facts, and Employee understands the provisions of California Civil Code Section 1542 and hereby expressly waives any and all rights, benefits and protections of the statute, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” (d) This Agreement is not intended to bar any rights or Claims by Employee (i) that may not be waived by private agreement under applicable law, such as rights or Claims for workers’ compensation or unemployment insurance benefits, (ii) with respect to his rights to “Accrued Obligations” (as defined under the Employment Agreement) and the payments and benefits set forth on Appendix A hereto, (iii) under the Company’s 401(k) plan (if any), (iv) with respect to directors’ and officers’ liability insurance coverage or indemnification rights (if any), (v) arising out of Employee’s rights, if any, in his capacity as a direct or indirect holder of Units (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of QL Holdings LLC (as may be amended from time to time, the “LLC Agreement”)) in accordance with the LLC Agreement and the applicable plan and award agreements evidencing such Units or (vi) arising out of Employee’s rights, if any, as an equityholder of the Company Group and pursuant to any agreement between Employee and any member of the Company Group in respect thereof (including, without limitation, for the LLC Agreement; the Stockholders Agreement, dated as of the Effective Date (as defined in the Employment Agreement), by and among Parent and the stockholders party thereto; the Tax Receivables Agreement, dated as of the Effective Date, by and among Parent and QL Holdings LLC, White Mountains Investments (Luxembourg) S.à x.x. and the other parties thereto; the Registration Rights Agreement, dated as of the Effective Date, by and among Parent and certain stockholders party thereto; the Exchange Agreement, dated as of the Effective Date, by and among Parent, QL Holdings LLC, Guilford Holdings, Inc. and the Class B-1 Members of QL Holdings LLC; and the Reorganization Agreement, dated as of the Effective Date, by and among Parent, QL Holdings LLC and the other parties thereto). (e) Nothing in this Agreement is intended to prohibit or on account ofrestrict Employee’s right to file a charge with, or participate in relation toa charge by, the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing; provided, however, that Employee hereby waives the right to recover any monetary damages or other relief against any Released Parties. Nothing in this Agreement shall prohibit Employee from receiving any way in connection with the Loan Agreement, or any monetary award to which Employee becomes entitled pursuant to Section 922 of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges Xxxx-Xxxxx Xxxx Street Reform 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveConsumer Protection Act.

Appears in 4 contracts

Samples: Employment Agreement (MediaAlpha, Inc.), Employment Agreement (MediaAlpha, Inc.), Employment Agreement (MediaAlpha, Inc.)

Release. (a) In consideration of the agreements of Collateral Administrative Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach of Parent and each Subsidiary of Parent, on behalf of itself and itself, its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent Administrative Agent, Lenders, Xxxxx Fargo, Xxxxx Fargo Capital Finance, LLC, Xxxxx Fargo Capital Finance, Inc., Xxxxx Fargo Bank, N.A. and each Lender, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their affiliates, subsidiaries and divisions engaged in the provision of financial services to Borrower and any of its subsidiaries (Administrative Agent, Lenders each Lender, Xxxxx Fargo, Xxxxx Fargo Capital Finance, LLC, Xxxxx Fargo Capital Finance, Inc., Xxxxx Fargo Bank, N.A. and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Parent or such Subsidiary or any of its their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises has arisen at any time on or prior to the day and date of this Amendment, including, without limitation, Amendment for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower . (b) Each of Parent and each Subsidiary of Parent 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. Borrower . (c) Each of Parent and each Subsidiary of Parent agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 4 contracts

Samples: Credit Agreement (Dialogic Inc.), Credit Agreement (Dialogic Inc.), Credit Agreement (Dialogic Inc.)

Release. In consideration By execution of the agreements this Agreement, Borrowers acknowledge and confirm that Borrowers do not have any actions, causes of Collateral Agent and each Lender contained herein and for other good and valuable considerationaction, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the receipt Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrowers voluntarily, knowingly, unconditionally and sufficiency of which are hereby acknowledgedirrevocably, Borrowerwith specific and express intent, for and on behalf of itself and itself, its successorsmanagers, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsmembers, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”), hereby fully and completely release and forever discharge Lender, its Affiliates and its and their respective managers, members, officers, employees, agents Affiliates, agents, representatives, successors, assigns, accountants and other representatives attorneys (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” Indemnified Persons”) and individually as a any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the ReleaseeReleased Parties”), of and from any and all demands, actions, causes of action, suitsdamages, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaimsobligations, defensesliabilities, rights costs, expenses and demands of set-offany kind whatsoever, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrowermatured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties, arising out of or relating to this Agreement, the Credit Agreement, the other Loan Documents, or any of its successorsTransaction, assigns, which Releasing Parties ever had or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentReleased Party, including, without limitation, for any presently existing claim or on account ofdefense whether or not presently suspected, contemplated or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveanticipated.

Appears in 3 contracts

Samples: Forbearance Agreement (TRANS LUX Corp), Forbearance Agreement (TRANS LUX Corp), Forbearance Agreement and Amendment to Credit and Security Agreement (Hooper Holmes Inc)

Release. In consideration of the agreements of Collateral Administrative Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, on behalf of itself itself, the other Loan Parties and its and their successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Administrative Agent and each Lender, and its and their successors and assigns, and its and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Administrative Agent, Lenders the Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-offset‑off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which the Borrower, any other Loan Party or any of its or their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Existing Credit Agreement, or any of the other Loan Documents or transactions thereunder or related theretothereto (collectively, the “Released Claims”). The Borrower understands, acknowledges and agrees that the release set forth above (the “Release”) 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. The Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Without the generality of the foregoing, the Borrower hereby waives the provisions of any statute or doctrine that prevents a general release from extending to claims unknown by the releasing party. The Borrower acknowledges that the agreements in this Section are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Claims. The Borrower acknowledges that the Release constitutes a material inducement to Administrative Agent and the Lenders to enter into this Amendment and that Administrative Agent and the Lenders would not have done so but for Administrative Agent’s and the Lenders’ expectation that the Release is valid and enforceable in all events. Notwithstanding the foregoing Section 6(c), nothing in this Amendment is intended to, and shall not, release the Borrower’s rights and obligations under this Amendment or bar the Borrower from seeking to enforce or effectuate this Amendment.

Appears in 3 contracts

Samples: Credit Agreement (SatixFy Communications Ltd.), Credit Agreement (SatixFy Communications Ltd.), Credit Agreement (SatixFy Communications Ltd.)

Release. In consideration of, among other things, the forbearance provided for herein, each of the agreements of Collateral Agent Debt Parties (on its own behalf and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself its Related Parties) hereby voluntarily, intentionally, knowingly, absolutely, unconditionally, and its irrevocably forever releases, waives, remits, acquits, and discharges any and all Claims (as defined in the Mutual Lender Release) (including cross-claims, counterclaims, rights of setoff and recoupment, challenges to any Lien or debt, and claims that have arisen in connection with this Forbearance Agreement and the Initial Transactions), that it now has (other than gross negligence, willful misconduct, or actual fraud, as determined by a final order of a court of competent jurisdiction), against any Agent and/or any Lender (in their respective capacities as such, as beneficial holders of the Notes issued under the Indentures, and as potential sources of other support or financing) and any of their respective subsidiaries and affiliates, and each of their respective successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersemployees, agents, attorneys, employeesadvisors, agents representatives, and other representatives Related Parties (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”); provided, that the foregoing sentence is limited to claims based in whole or in part on facts, events, or conditions which arise out of or are related to the Company (including the Cases, the Credit Agreement, the Indentures, the other Debt Documents, the Collateral, any future Insolvency or Liquidation Proceeding, and the Initial Transactions) (collectively, the “Released Claims”). Each of the Debt Parties (on its own behalf and on behalf of its Related Parties) further agrees and covenants to refrain from all demandscommencing, actionsinstituting, causes of or prosecuting, or supporting any Person that commences, institutes, or prosecutes, any lawsuit, action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and or other proceeding against any and all other claims, counterclaims, defenses, rights of set-off, demands Released Parties with respect to any and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveall Released Claims.

Appears in 3 contracts

Samples: Forbearance Agreement and First Omnibus Amendment to Credit Agreement and Loan Documents (DG Capital Management, LLC), Forbearance Agreement and First Omnibus Amendment to Credit Agreement and Loan Documents (Endurant Capital Management LP), Forbearance Agreement and First Omnibus Amendment to Credit Agreement and Loan Documents (TENOR CAPITAL MANAGEMENT Co., L.P.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan and Security Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement (Petros Pharmaceuticals, Inc.), Loan and Security Agreement (Petros Pharmaceuticals, Inc.), Loan and Security Agreement (Petros Pharmaceuticals, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderLenders, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, subsidiaries divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which a Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Borrower waives the provisions of California Civil Code section 1542, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Borrower 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. Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. The provisions of this section shall survive payment in full of the Secured Obligations, full performance of all the terms of this Amendment and the other Loan Documents.

Appears in 3 contracts

Samples: Loan and Security Agreement (Yumanity Therapeutics, Inc.), Loan and Security Agreement (Yumanity Therapeutics, Inc.), Loan and Security Agreement (Yumanity Therapeutics, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, Lender and its successors and assigns, and its present and former shareholders, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement (Wave2Wave Communications, Inc.), Loan and Security Agreement (Wave2Wave Communications, Inc.), Loan and Security Agreement (Wave2Wave Communications, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BorrowerSeller, on behalf of itself and its successors, assigns, and other legal representativesany Affiliate controlled by Seller, hereby fully(a) fully settles, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent Acquiror and its Affiliates (including Company and each Lenderof its Subsidiaries after the Closing) and their respective Related Persons (collectively, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders the “Released Persons”) from any and all such other persons being hereinafter referred to collectively as any or all of the “Releasees” and individually as a “Releasee”), of and from all demands, following: actions, causes of actionaction (in law or in equity), suits, covenantsdebts, contracts, controversiesliens, agreements, promises, sums of moneyliabilities, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defensescross-claims, rights demands, damages, losses, attorneys or consultants fees, costs or expenses, of set-offany nature whatsoever (including but not limited to, demands and liabilities whatsoever of every name and naturedirect, indirect, consequential, exemplary, special or punitive); whether known or unknown, suspected or unsuspected, both at law fixed or contingent, and whether founded in equitytort, which Borrowercontract, statute, common law, administrative regulation, or any duties arising thereunder or otherwise (including contribution) (“Claims”, each a, “Claim”); provided that with respect to Related Persons, Claims shall include any Claim arising out of, based upon, or relating, in whole or in part, to Acquiror and its Affiliates or any of their respective businesses; and provided, further, that the Claims shall not include any Claims of Seller or any of its successors, assigns, Affiliates arising out of or other legal representatives may now or hereafter own, hold, have or claim related to have against the Releasees this Agreement or any other transaction documents and (b) covenants not to xxx or otherwise assert in any forum any Claim against any Released Person, in the case of them for(a) and (b), arising out of based upon, or by reason of relating to any circumstanceact, actionomission, cause event, condition or thing whatsoever which arises circumstance occurring or existing at any time on or prior to the day Closing Date in respect of the Business and date the consummation of the transaction contemplated hereunder. This Section 5.7 covers, among other things, Claims which are unknown or unsuspected. Seller acknowledges that it is aware that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this AmendmentSection 5.7, including, but Seller agrees to remain bound hereby and hereby fully releases all Claims without limitation, for regard to the subsequent discovery or on account of, existence of different or in relation to, additional facts and waives the protection of any statute or in any way in connection with the Loan Agreement, doctrine limiting a release of unknown or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveunsuspected Claims.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Pinafore Holdings B.V.), Stock Purchase Agreement (Gates Global Inc.), Stock Purchase Agreement (Pinafore Holdings B.V.)

Release. In consideration of the agreements of Collateral Agent Borrower hereby absolutely and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent and each Lender, and its any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assignsassigns thereof, and its together with all of the present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agentemployees of any of the foregoing, Lenders from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)claims, of and from all demands, actionsdebts, causes of actionliabilities, suits, covenants, contracts, controversies, agreementsobligations, promises, sums acts agreements, costs and expenses, or causes of moneyaction of any kind, accountsnature or description, billswhether arising in law or equity or upon contract or tort under any state or federal law or otherwise, reckoningswhich Borrower has had or now has against any such person for or by reason of any act, damages omission, matter, cause or thing whatsoever arising from the beginning of time to and any and all other including the date of this Agreement, whether such claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever causes of every name and natureaction are matured or unmatured, known or unknown, suspected or unsuspected, both at law absolute or contingent (collectively, the “Released Claims”). Without limiting the foregoing, the Released Claims shall include any and in equity, which Borrower, all liabilities or any claims arising out of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way manner whatsoever connected with or related to the Loan Documents, the recitals hereto, any instruments, agreements or documents executed in connection with the Loan Agreement, or any of the other Loan Documents foregoing or transactions thereunder or related theretothe origination, negotiation, administration, servicing and/or enforcement of any of the foregoing. Borrower understands, hereby further acknowledges and agrees that as of the date hereof they have no existing defenses to the enforcement of any of the Loan Documents and to the extent that any exist as of the date hereof, each of them are hereby absolutely and forever waived. By entering into this release, Borrower recognizes that no facts or representations are ever absolutely certain and it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true, but that it is the intention of Borrower hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected; accordingly, if Borrower should subsequently discover that any fact that it relied upon in entering into this release was untrue, or that any understanding of the facts was incorrect, Borrower shall not be entitled to set forth above aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made by Bank with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights. This release may be pleaded as a full and complete defense and may be used and/or as a basis for an injunction cross-complaint or counterclaim against any action, suit suit, or other proceeding which that may be instituted, prosecuted or attempted in breach of the provisions of such this release. Borrower agrees acknowledges that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovecontained herein constitutes a material inducement to Bank to enter into this Agreement, and that Bank would not have done so but for Bank’s expectation that such release is valid and enforceable in all events.

Appears in 3 contracts

Samples: Credit Agreement (Maxwell Technologies Inc), Forbearance Agreement (Maxwell Technologies Inc), Credit Agreement (Maxwell Technologies Inc)

Release. In consideration of the agreements of Collateral the Administrative Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (each Loan Party and all such other Persons being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent, the Collateral Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, consultants, advisors, employees, agents and other representatives (the Administrative Agent, Lenders the Collateral Agent, each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives Releasor may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way related to or in connection with the Loan Existing Credit Agreement, the Amended Credit Agreement or any of the other Loan Documents or transactions thereunder or related thereto. Borrower Each 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. Borrower Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Barnes & Noble Education, Inc.), Term Loan Credit Agreement (Barnes & Noble Education, Inc.), Term Loan Credit Agreement (Barnes & Noble Education, Inc.)

Release. In consideration of exchange for the agreements of Collateral Agent Severance Benefits and each Lender contained herein and for other good and valuable consideration, the receipt to which you would not otherwise be entitled, and sufficiency of which are hereby acknowledgedexcept as otherwise set forth in this Agreement, Borroweryou, on behalf of itself yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives affiliates (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Parties), ) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, covenantscosts, contractsexpenses, controversiesattorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, promisesevents, sums acts or conduct at any time prior to and including the execution date of moneythis Agreement, accountsincluding but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, billsbonuses, reckoningscommissions, damages stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties: • has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing; • has discriminated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other claimsprotected category in violation of any local, counterclaimsstate or federal law, defensesconstitution, rights ordinance, or regulation, including but not limited to: the Age Discrimination in Employment Act, as amended (“ADEA”); Title VII of setthe Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; 42 U.S.C. § 1981, as amended; the Equal Pay Act; the Americans With Disabilities Act; the Genetic Information Nondiscrimination Act; the Family and Medical Leave Act; the Massachusetts Wage Act and the Massachusetts Fair Employment Practice Act; [ ] the Employee Retirement Income Security Act; the Employee Polygraph Protection Act; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the anti-off, demands and liabilities whatsoever retaliation provisions of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrowerthe Xxxxxxxx-Xxxxx Act, or any other federal or state law regarding whistleblower retaliation; the Xxxxx Xxxxxxxxx Fair Pay Act; the Uniformed Services Employment and Reemployment Rights Act; the Fair Credit Reporting Act; and the National Labor Relations Act; and • has violated any statute, public policy or common law (including, but not limited to, Claims for retaliatory discharge; negligent hiring, retention or supervision; defamation; intentional or negligent infliction of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim emotional distress and/or mental anguish; intentional interference with contract; negligence; detrimental reliance; loss of consortium to have against the Releasees you or any member of them foryour family and/or promissory estoppel). Notwithstanding the foregoing, upon, other than events expressly contemplated by this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this Release is executed. Also excluded from this Agreement are any Claims which cannot be waived by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendmentlaw, including, without limitation, for or on account ofany rights you may have under applicable workers’ compensation laws. Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in relation toany proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any way investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in connection with the Loan Agreementany putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the other Loan Documents Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or transactions thereunder any plan or agreement related thereto. Borrower understandsto equity ownership in the Company; however, acknowledges it does waive, release and agrees that the release set forth above may be pleaded forever discharge Claims existing 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 date you execute this Agreement pursuant to any such release. Borrower agrees that no fact, event, circumstance, evidence plan or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveagreement.

Appears in 3 contracts

Samples: Employment Agreement (Avedro Inc), Employment Agreement (Avedro Inc), Employment Agreement (Avedro Inc)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent Lender and each Lender, and its their successors and assigns, and its their present and former shareholders, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, such Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Borrower 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. Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement (Broadsoft Inc), Loan and Security Agreement (Wave2Wave Communications, Inc.), Loan and Security Agreement (Wave2Wave Communications, Inc.)

Release. In consideration Except for the obligations created by or arising out of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable considerationthis Agreement, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assignsEmployee, and other legal representativesall persons for whose conduct said party is legally responsible including, hereby fullybut not limited to, absolutelyhis descendants, unconditionally and irrevocably releasesheirs, remises and forever discharges Collateral Agent and each Lenderbeneficiaries, and its successors and assigns, and each of them, past or present (collectively the “Employee Parties”) does hereby release, acquit, satisfy and forever discharge the Company, and all persons for whose conduct said party is legally responsible including, but not limited to, its present and former shareholdersofficers, affiliatesdirectors, attorneys, insurers, stockholders, subsidiaries, divisionsaffiliated or related entities, predecessorssuccessors, directorsassigns, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the case may be, and each of them, past or present (collectively, the Releasees” and individually as a “ReleaseeEmployer Parties”), from any and all manner of and from all demands, actionsaction, causes of action, suitsrights, liens, agreements, contracts, covenants, contractsobligations, suits, claims, debts, dues, sums of monies, costs, expenses, attorneys’ fees, judgments, orders and liabilities, accounts, covenants, controversies, agreements, promises, sums damages, of money, accounts, bills, reckonings, damages whatever kind and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, nature in law or equity or otherwise whether now known or unknownunknown (collectively, suspected or unsuspected, both at law and in equitythe “Claims”), which Borrowerthe Employee Parties ever had, now have, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have had against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents Employer Parties, for any reason (including, but not limited to, all Claims relating to the Employment Agreement) from the beginning of time up through and including this date. In furtherance of the foregoing, each of the releasing parties irrevocably covenants to refrain from, directly or transactions thereunder indirectly, asserting any Claims, or related thereto. Borrower understandscommencing, acknowledges and agrees that the release set forth above may instituting or causing to be pleaded as a full and complete defense and may be used as a basis for an injunction commenced, any proceeding of any kind against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in Employer Parties with respect to any manner the final, absolute and unconditional nature of the release set forth abovematters within the scope of the foregoing release.

Appears in 3 contracts

Samples: Termination Agreement (Mega Matrix Corp.), Termination Agreement (Mega Matrix Corp.), Termination Agreement (Segmentz Inc)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Borrower 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. Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.. Borrower waives the provisions of California Civil Code section 1542, which states:

Appears in 3 contracts

Samples: Loan and Security Agreement (Fuelcell Energy Inc), Loan and Security Agreement (Fuelcell Energy Inc), Loan and Security Agreement (Fuelcell Energy Inc)

Release. In consideration of the agreements of Collateral Agent and each Lender the Noteholders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf each of itself the Obligors and its the Subsidiary Guarantors and their respective successors, assigns, and other legal representativesrepresentatives (collectively, the “Releasors”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges the Noteholders and the Collateral Agent and each LenderAgent, and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, advisors, employees, agents and other representatives (Agentthe Noteholders, Lenders the Collateral Agent and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contractsdisputes, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives the Releasors may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day date and date effectiveness of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Existing Note Purchase Agreement, the Existing Notes or any of the other Loan Documents Financing Agreements or transactions thereunder or related thereto. Borrower Each of the Obligors and the Subsidiary Guarantors 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. Borrower Each of the Obligors and the Subsidiary Guarantors agrees that no fact, event, circumstance, evidence or transaction which could now be asserted asserted, whether known or which may hereafter be discovered unknown, shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 3 contracts

Samples: Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V), Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V), Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement (uniQure N.V.), Loan and Security Agreement (Phathom Pharmaceuticals, Inc.), Loan and Security Agreement (uniQure N.V.)

Release. In consideration of the agreements of Collateral the Administrative Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (each Loan Party and all such other Persons being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral the Administrative Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Administrative Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives Releasor may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentAgreement, including, without limitation, for or on account of, or in relation to, or in any way related to or in connection with the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower Each 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. Borrower Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 3 contracts

Samples: Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitationAgreement, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower Xxxxxxxx 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. Borrower Xxxxxxxx agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement (Ouster, Inc.), Loan and Security Agreement (Ouster, Inc.), Loan and Security Agreement (Ouster, Inc.)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, controversies and damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, such Borrower or any of its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause action or thing whatsoever inaction of any Releasee which has occurred or arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, Agreement or any of the other Loan Documents or transactions thereunder or related thereto. . (b) Each Borrower 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. . (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement (Power Solutions International, Inc.), Loan and Security Agreement (Power Solutions International, Inc.), Loan and Security Agreement (Power Solutions International, Inc.)

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Release. In exchange for the payments and other consideration of the agreements of Collateral Agent under this Agreement, to which you would not otherwise be entitled, and each Lender contained herein and for other good and valuable considerationexcept as otherwise set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, Borroweryou, on behalf of itself yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives affiliates (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Parties), ) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, covenantscosts, contractsexpenses, controversiesattorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, promisesevents, sums acts or conduct at any time prior to and including the execution date of moneythis Agreement, accountsincluding but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, billsbonuses, reckoningscommissions, damages stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties: • has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing; • has discriminated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other protected category in violation of any local, [Name] [Date] state or federal law, constitution, ordinance, or regulation, including but not limited to: Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. 1981), the Civil Rights Act of 1991, the Genetic Information Nondiscrimination Act, Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination against the disabled, the Age Discrimination in Employment Act (ADEA), which prohibits discrimination based on age, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Xxxx Xxxxxxxxx Fair Pay Act, the anti-retaliation provisions of the Xxxxxxxx-Xxxxx Act, or any other federal or state law regarding whistleblower retaliation; the Massachusetts Fair Employment Practices Act (M.G.L. c. 151B), the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Privacy Statute, the Massachusetts Sick Leave Law, the Massachusetts Civil Rights Act, all as amended, and any and all other claimsfederal, counterclaimsstate or local laws, defensesrules, rights of set-offregulations, demands and liabilities whatsoever of every name and natureconstitutions, ordinances or public policies, whether known or unknown, suspected or unsuspectedprohibiting employment discrimination; • has violated any employment statutes, both at law and in equitysuch as the WARN Act, which Borrowerrequires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974 (ERISA) which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, which regulates wage and hour matters; the National Labor Relations Act, which protects forms of concerted activity; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; the Fair Credit Reporting Act, the Employee Polygraph Protection Act, the Massachusetts Payment of Wages Act (M.G.L. c. 149 sections 148 and 150), the Massachusetts Overtime regulations (M.G.L. c. 151 sections 1A and 1B), the Massachusetts Meal Break regulations (M.G.L. c. 149 sections 100 and 101), all as amended, and any and all other federal, state or local laws, rules, regulations, constitutions, ordinances or public policies, whether known or unknown relating to employment laws, such as veterans’ reemployment rights laws; • has violated any other laws, such as federal, state, or any of its successorslocal laws providing workers’ compensation benefits, assignsrestricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other legal representatives may now federal, state or hereafter ownlocal laws providing recourse for alleged wrongful discharge, holdretaliatory discharge, have negligent hiring, retention, or claim supervision, physical or personal injury, emotional distress, assault, battery, false imprisonment, fraud, negligent misrepresentation, defamation, intentional or negligent infliction of emotional distress and/or mental anguish, intentional interference with contract, negligence, detrimental reliance, loss of consortium to have against the Releasees you or any member of them foryour family, uponwhistleblowing, and similar or related claims. [Name] [Date] Notwithstanding the foregoing, other than events expressly contemplated by reason this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed or your right to enforce this Agreement and you are not releasing any right of indemnification you may have for any circumstance, action, cause liabilities arising from your actions within the course and scope of your employment with the Company {or thing whatsoever within the course and scope of your role as a member of the Board of Directors and/or officer of the Company}]. Also excluded from this Agreement are any Claims which arises at any time on or prior to the day and date of this Amendmentcannot be waived by law, including, without limitation, for any rights you may have under applicable workers’ compensation laws and your right, if applicable, to file or on account ofparticipate in an investigative proceeding of any federal, state or local governmental agency. Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in relation toany proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any way investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in connection with the Loan Agreementany putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the other Loan Documents Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or transactions thereunder any plan or agreement related thereto. Borrower understandsto equity ownership in the Company; however, acknowledges it does waive, release and agrees that the release set forth above may be pleaded forever discharge Claims existing 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 date you execute this Agreement pursuant to any such release. Borrower agrees that no fact, event, circumstance, evidence plan or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveagreement.

Appears in 3 contracts

Samples: Employment Agreement (Proteostasis Therapeutics, Inc.), Employment Agreement (Proteostasis Therapeutics, Inc.), Employment Agreement (Proteostasis Therapeutics, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, successors and assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Existing Loan Agreement, or any of the other Loan Documents or transactions thereunder or related theretothereto (collectively, the “Released Claims”). Borrower waives the provisions of California Civil Code section 1542, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Xxxxxxxx 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. Borrower Xxxxxxxx agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. The provisions of this section shall survive payment in full of the Secured Obligations, full performance of all the terms of this Amendment and the other Loan Documents. In addition to the release contained above, and not in limitation thereof, Xxxxxxxx hereby agrees that it will never prosecute, nor voluntarily aid in the prosecution of, any action or proceeding relating to the Released Claims, whether by claim, counterclaim or otherwise. If, and to the extent that, any of the Released Claims are, for any reason whatsoever, not fully, finally and forever released and discharged pursuant to the terms above, Borrower hereby absolutely and unconditionally grants, sells, bargains, transfers, assigns and conveys to Agent all of the Released Claims and any proceeds, settlements and distributions relating thereto.

Appears in 3 contracts

Samples: Loan and Security Agreement (Bluebird Bio, Inc.), Loan and Security Agreement (Bluebird Bio, Inc.), Loan and Security Agreement (Bluebird Bio, Inc.)

Release. In AMC agrees that for itself and for its predecessors, Subsidiaries (including for this purpose any Subsidiary of AMC that is also a Subsidiary of Cablevision), departments, divisions and sections and for their successors, Affiliates (including for this purpose any Subsidiary of AMC that is also a Subsidiary of Cablevision), heirs, assigns, executors, administrators, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each a “Releasor” and collectively, the “Releasors”), in consideration of the agreements making by Cablevision of Collateral Agent the Transfers, release, waive and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself forever discharge Cablevision and its predecessors, Subsidiaries, departments, divisions, sections, successors, Affiliates, heirs, assigns, and other legal representativesexecutors, hereby fullyadministrators, absolutelypartners, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officers, attorneysshareholders, employees, attorneys and agents (individually, each a “Releasee” and other representatives (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees”) from, and individually as a “Releasee”)shall, of in addition to other obligations under Article III, indemnify and from hold harmless all demandssuch persons against and from, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever Liabilities of every name and nature, in law or equity, known or unknown, suspected or unsuspectedwhich against any Releasee, both at law and in equitya Releasor ever had, which Borrower, or any of its successors, assigns, or other legal representatives may now has or hereafter owncan, holdshall or may have by reason of any matter, have act, omission, conduct, transaction or claim occurrence from the beginning of the world up to have against and including the Releasees or any of them Distribution Date for, upon, or by reason of, asserted in or arising out of, or related to: • The management of any circumstancethe business and affairs of AMC (and its predecessors, action, cause or thing whatsoever which arises at any time Subsidiaries and Affiliates) and the AMC Business on or prior to the day and date Distribution Date; • The terms of this AmendmentAgreement, includingthe Ancillary Agreements, without limitationthe Distribution, for the Standalone Financing, the Certificate of Incorporation or on account of, the By-Laws of AMC; • The terms of the AMC Financing and the Contribution and any agreements or in relation to, or in any way other documents entered into in connection with the Loan Agreementtherewith or relating thereto; and • Any other decision that may have been made, or any action taken, relating to AMC (and its predecessors, subsidiaries and Affiliates) or the Distribution and the Standalone Financing. The term “Releasee” is expressly intended to include any person who served as an incorporator, director, officer, employee, agent or attorney of AMC on or prior to the other Loan Documents Distribution Date at the request of Cablevision. Each Releasor expressly covenants and agrees never to institute, or transactions thereunder participate (including as a member of a class) in, any Action against any Releasee, in any court or related thereto. Borrower understandsforum, acknowledges directly or indirectly, regarding or relating to the matters released through this Release, and further covenants and agrees that this Release is a bar to any such Action. For the release set forth above may avoidance of doubt, the purpose of this Section 2.14 is to make clear the intent of the Parties that, following the Distribution Date, the only Liability that any Releasee shall have to any Releasor shall be pleaded its obligation to perform its obligations under and pursuant to the terms of this Agreement, the Ancillary Agreements and any other agreements to which the Releasee and the Releasor are parties and there shall be no liability in respect of any event, occurrence, action or inaction on or prior to the Distribution Date. This Release shall not extend to any liabilities owed by a Releasee to a Releasor in the Releasor’s capacity as a full and complete defense and may be used as a basis for an injunction against any actiondirector, suit officer, employee or other proceeding Representative or shareholder of Releasee nor shall it release any Liabilities or obligations under this Agreement or any Ancillary Agreements or any other agreements to which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner Releasee and the final, absolute and unconditional nature of the release set forth aboveReleasor are parties.

Appears in 3 contracts

Samples: Distribution Agreement (AMC Networks Inc.), Distribution Agreement (Cablevision Systems Corp /Ny), Distribution Agreement (AMC Networks Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement (Sorrento Therapeutics, Inc.), Loan and Security Agreement (Alimera Sciences Inc), Loan and Security Agreement (Sorrento Therapeutics, Inc.)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach Loan Party by its execution of this Amendment, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lenderthe Lenders, and its their successors and permitted assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-offsetoff, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, such Loan Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentEffective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Credit Agreement or any of the other Loan Documents or transactions thereunder or related thereto. Borrower . (b) Each Loan Party by its execution of this Amendment 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. Borrower . (c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 3 contracts

Samples: Credit and Guaranty Agreement (FiscalNote Holdings, Inc.), Credit and Guaranty Agreement (FiscalNote Holdings, Inc.), Credit and Guaranty Agreement (FiscalNote Holdings, Inc.)

Release. The matters set forth in this Amendment Agreement have been agreed to by the undersigned Holders as an accommodation to the Company. In consideration of such accommodation, and acknowledging that the agreements of Collateral Agent and each Lender contained herein Holders will be specifically relying on the following provisions as a material inducement in entering into this Amendment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowerthe Company, on behalf of itself and each of its successors, assignsSubsidiaries and Affiliates, and other legal representativesall of the successors and assigns of each of the foregoing (collectively, the “Releasors”), hereby fullycompletely, absolutelyvoluntarily, knowingly, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent each of the Holders and each Lendertheir respective agents, and its successors and assignspartners, and its present and former shareholdersservants, affiliates, subsidiaries, divisions, predecessorsemployees, directors, officers, attorneys, employeesaccountants, agents consultants, advisors, professionals, principals, trustees, representatives, receivers, trustees, affiliates, subsidiaries and other representatives (Agentshareholders, Lenders each affiliate of the foregoing and all such other persons being hereinafter referred to collectively as of their respective predecessors, successors and assigns (collectively, the “Releasees” and individually as a “Releasee”), of from any and from all demandsclaims, actions, suits, damages, losses, obligations, remedies, causes of action, suitsand other liabilities, covenantsincluding, contractswithout limitation, controversiesany so-called “lender liability” claims or defenses (collectively, agreements“Claims”), promiseswhether arising in contract or in tort and whether at law or in equity, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether known or unknown, suspected or unsuspectedclaimed, both at law and in equitymatured or contingent, liquidated or unliquidated, which Borrower, or any of its successorsthe Releasors ever had, assignsnow has or hereinafter can, shall or other legal representatives may now or hereafter own, hold, have or claim to have against any of the Releasees or any of them for, upon, upon or by reason of any circumstance, actionmatter, cause or thing whatsoever which arises at any time that shall have occurred on or prior to the day and date of this AmendmentAmendment Agreement, includingin any way concerning, without limitation, for or on account of, or in relation relating to, or in arising from (a) the Note Purchase Agreement, the Notes, any way of the other agreements, documents, or instruments executed and delivered in connection with the Loan Agreementtherewith, or any of the obligations thereunder, (b) the financial condition, business operations, business plans, prospects or creditworthiness of the Company and its Subsidiaries, and/or (c) the negotiation, documentation and execution of this Amendment Agreement and any documents relating hereto. This release shall be and remain in full force and effect notwithstanding the discovery by any Releasor after the date hereof (w) of any new or additional claim against any Releasee, (x) of any new or additional facts in any way relating to the subject matter of this release, (y) that any fact relied upon by it was incorrect or (z) that any representation made by any Releasee was untrue. The Company, on behalf of itself and the other Loan Documents Releasors, acknowledges and agrees that this release is intended to, and does, fully, finally and forever release all matters described in this Section 4.8, notwithstanding the existence or transactions thereunder discovery of any such new or related theretoadditional Claims or facts, incorrect facts, misunderstanding of law or misrepresentation. Borrower The Company, on behalf of itself and the other Releasors, covenants and agrees not to, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against any of the Releasees any action or other proceeding based upon any of the Claims released hereby. Notwithstanding the foregoing, in no event shall the foregoing be interpreted, construed or otherwise deemed as an admission or suggestion by the Holders of any wrongdoing or liability owed to the Company or any other Person. The Company, on behalf of itself and the other Releasors, 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. Borrower agrees The Company, on behalf of itself and the other Releasors, hereby acknowledges that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature they collectively have been advised by legal counsel of the release set forth abovemeaning and consequences of this release.

Appears in 3 contracts

Samples: Master Note Purchase Agreement (Polaris Inc.), Master Note Purchase Agreement (Polaris Inc.), Master Note Purchase Agreement (Polaris Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrowerany Loan Party, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower Each 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. Borrower Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (Axovant Sciences Ltd.), Loan and Security Agreement (Axovant Sciences Ltd.)

Release. (a) In consideration of the covenants and agreements of Collateral Agent and each Lender contained herein the members of the Pacholder Group herein, TSP, for itself, in its capacity as a shareholder of the Company, and for other good and valuable considerationits respective members, the receipt and sufficiency of which are hereby acknowledgedofficers, Borroweremployees, on behalf of itself and its successorsaffiliates, assignsagents, and other legal representatives, successors and assigns (with TSP, the "TSP Parties"), hereby fully, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent each member of the Pacholder Group and each Lenderof his or her respective affiliates, and its heirs, agents, legal representatives, successors and assignsassigns (with each member of the Pacholder Group, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”"Released Pacholder Parties"), of and from any and all debts, demands, actions, causes of action, suits, covenantsproceedings, agreements, contracts, controversiesjudgments, agreements, promises, sums of moneydamages, accounts, bills, reckonings, damages and any and all other claimsexecutions, counterclaims, defenses, rights of set-off, demands claims and liabilities whatsoever of every name and nature, whether known or unknown, suspected whether or unsuspectednot founded in fact or in law, both at and whether in law and in equityor equity or otherwise, which Borrowerany of the TSP Parties ever had, now has, or any of its successorscan, assigns, shall or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, for or by reason of any circumstance, actionmatter, cause or thing anything whatsoever which arises at related to any time Pacholder Actions on or prior to the day and date Effective Date (other than arising out of a breach of this AmendmentAgreement or the transactions contemplated thereby). (b) In consideration of the covenants and agreements of TSP herein, including, without limitationeach member of the Pacholder Group, for himself or on account ofherself or itself and for his or her or its shareholders, officers, employees, respective affiliates, heirs, agents, legal representatives, successors and assigns (the "Pacholder Parties"), hereby releases and forever discharges TSP and each of its respective affiliates, members, managers, officers, employees, agents, legal representatives, successors and assigns (with TSP, the "Released TSP Parties"), of and from any and all debts, demands, actions, causes of action, suits, proceedings, agreements, contracts, judgments, damages, accounts, reckonings, executions, claims and liabilities whatsoever of every name and nature, whether known or unknown, whether or not founded in fact or in relation tolaw, and whether in law or in any way in connection with the Loan Agreementequity or otherwise, or which any of the Pacholder Parties ever had, now has or can, shall or may have for or by reason of any matter, cause or anything whatsoever related to any TSP Actions on or prior to the Effective Date (other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as than arising out of 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 this Agreement or the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovetransactions contemplated thereby).

Appears in 3 contracts

Samples: Standstill Agreement (Pacholder Associates Inc), Standstill Agreement (PBG Acquisition Corp), Standstill Agreement (Travis Street Partners LLC)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement (Exicure, Inc.), Loan and Security Agreement (Exicure, Inc.), Loan and Security Agreement (Exicure, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrowersuch Loan Party, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date execution of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower Each 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. Borrower Each Loan Party agrees that no fact, event, circumstance, evidence or transaction existing prior to the execution of this Amendment which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Each Loan Party waives the provisions of California Civil Code section 1542, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Appears in 2 contracts

Samples: Loan and Security Agreement (ATAI Life Sciences N.V.), Loan and Security Agreement (ATAI Life Sciences N.V.)

Release. In For and in consideration of PLK entering into the agreements of Collateral Agent Transaction Documents, and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowerthe Investor Parties, on behalf of itself themselves and its successorstheir respective Affiliates (the “Releasing Parties”), assignssolely with respect to matters arising at any time through the date of this letter agreement, hereby remise, release, acquit, satisfy, and other legal representativesforever discharge PLK, hereby fully, absolutely, unconditionally its Affiliates and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorstheir respective officers, directors, officersagents, attorneysemployees subsidiaries, employeesparent corporation, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as of their assignees (individually and together the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from all demands, manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, sums of moneyvariances, accountstrespasses, billsdamages, reckoningsjudgments, damages and any and all other executions, claims, counterclaimsand demands whatsoever, defensesin law or in equity, rights which Releasing Parties, or any of set-offthem, demands and liabilities whatsoever ever had, now has, or which any their respective successors or assigns (but, for the avoidance of every name and naturedoubt, solely with respect to matters arising at any time through the date of this letter agreement) hereafter can, shall, or may have, whether known or unknown, suspected or unsuspected, both at law and in equity, which Borroweragainst the Released Parties, or any of its successorsthem, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstancematter, actioncause, cause or thing whatsoever which arises at any time on or prior whatsoever, including with respect to the day Popeyes®, Tim Hortons® and Burger King® brands other than matters relating to the Transaction Documents. For the avoidance of doubt, notwithstanding anything to the contrary under this letter agreement, this Section II does not amend, modify, waive, abridge or provide any form of release with respect to (i) any of the Transaction Documents or any of PLK’s representations, warranties and covenants included therein and (ii) any claims that may arise after the date of this Amendmentletter agreement, includingincluding but not limited to contracts, agreements or documents with respect to other brands unrelated to Popeyes® (including without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges limitation to Tim Hortons 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveBurger King).

Appears in 2 contracts

Samples: Share Purchase Agreement (TH International LTD), Share Purchase Agreement (TH International LTD)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender the Noteholders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach of the Company and each Subsidiary Guarantor, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lenderthe Noteholders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, financial advisors, employees, agents and other representatives (Agent, Lenders each Noteholder and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, either known or unknown, suspected or unsuspectedsuspected, both at law and in equity, which Borrowerthe Company, any Subsidiary Guarantor or any of its their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Securities Purchase Agreement, or any of the other Loan Financing Documents or any other documents entered into in connection therewith or transactions thereunder or related thereto. Borrower . (b) Each of the Company and each Subsidiary Guarantor 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Westwood One Inc /De/), Securities Purchase Agreement (Westwood One Inc /De/)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at US-DOCS\99874472.3 law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 2 contracts

Samples: Loan and Security Agreement (Scynexis Inc), Loan and Security Agreement

Release. In consideration of exchange for the agreements of Collateral Agent Separation Payments and each Lender contained herein and for other good and valuable consideration, the receipt to which you would not otherwise be entitled, and sufficiency of which are hereby acknowledgedexcept as otherwise set forth in this Agreement, Borroweryou, on behalf of itself yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives affiliates (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Parties), ) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, covenantscosts, contractsexpenses, controversiesattorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, promisesevents, sums acts or conduct at any time prior to and including the execution date of moneythis Agreement, accountsincluding but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, billsbonuses, reckoningscommissions, damages stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties: • has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing; • has discriminated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other claimsprotected category in violation of any local, counterclaimsstate or federal law, defensesconstitution, rights ordinance, or regulation, including but not limited to: the Age Discrimination in Employment Act, as amended (“ADEA”); Title VII of setthe Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; 42 U.S.C. § 1981, as amended; the Equal Pay Act; the Americans With Disabilities Act; the Genetic Information Nondiscrimination Act; the Family and Medical Leave Act; the Massachusetts Wage Act and the Massachusetts Fair Employment Practice Act; the Employee Retirement Income Security Act; the Employee Polygraph Protection Act; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the anti-off, demands and liabilities whatsoever retaliation provisions of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrowerthe Xxxxxxxx-Xxxxx Act, or any other federal or state law regarding whistleblower retaliation; the Xxxxx Xxxxxxxxx Fair Pay Act; the Uniformed Services Employment and Reemployment Rights Act; the Fair Credit Reporting Act; and the National Labor Relations Act; and • has violated any statute, public policy or common law (including, but not limited to, Claims for retaliatory discharge; negligent hiring, retention or supervision; defamation; intentional or negligent infliction of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim emotional distress and/or mental anguish; intentional interference with contract; negligence; detrimental reliance; loss of consortium to have against the Releasees you or any member of them foryour family and/or promissory estoppel). Notwithstanding the foregoing, upon, other than events expressly contemplated by this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this Release is executed. Also excluded from this Agreement are any Claims which cannot be waived by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendmentlaw, including, without limitation, for or on account ofany rights you may have under applicable workers’ compensation laws. Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in relation toany proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any way investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in connection with the Loan Agreementany putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the other Loan Documents Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or transactions thereunder any plan or agreement related thereto. Borrower understandsto equity ownership in the Company; however, acknowledges it does waive, release and agrees that the release set forth above may be pleaded forever discharge Claims existing 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 date you execute this Agreement pursuant to any such release. Borrower agrees that no fact, event, circumstance, evidence plan or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveagreement.

Appears in 2 contracts

Samples: Employment Agreement (Everbridge, Inc.), Employment Agreement (Everbridge, Inc.)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower or any of its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, Amendment for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. , other than to the extent of those Claims which arise from the gross negligence or willful misconduct of the applicable Releasee as determined in a final, non-appealable judgment by a court of competent jurisdiction. (b) Borrower 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. . (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 2 contracts

Samples: Credit Agreement (Cobra Electronics Corp), Credit Agreement (Cobra Electronics Corp)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower Xxxxxxxx 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. Borrower Xxxxxxxx agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.. Borrower waives the provisions of California Civil Code section 1542, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY

Appears in 2 contracts

Samples: Loan and Security Agreement (HilleVax, Inc.), Loan and Security Agreement (HilleVax, Inc.)

Release. In To induce Buyer to enter into this Extension Agreement, and in consideration thereof, each of the agreements of Collateral Agent Seller and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BorrowerGuarantor, on behalf of itself and its successorsaffiliates and its and their successors and assigns (the “Seller Parties”), assigns, jointly and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably severally releases, remises acquits and forever discharges Collateral Agent and each Lender, Buyer and its subsidiaries, parents, affiliates, officers, directors, employees, agents, attorneys, partners, successors and assigns, and its both present and former shareholders(collectively, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders the “Buyer Parties”) from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), manner of and from all demands, actions, causes of action, suits, covenants, contractsdebts, controversies, agreementsdamages, promisesjudgments, sums of moneyexecutions, accountsclaims (including without limitation crossclaims, bills, reckonings, damages counterclaims and any and all other claims, counterclaims, defenses, rights of set-offoff and recoupment) and demands whatsoever, demands and liabilities whatsoever of every name and nature, whether known or unknown, suspected whether now existing or unsuspectedhereafter arising, both at whether asserted or unasserted, in contract, tort, law and in equity, or equity which Borrower, Seller or any of its successors, assigns, other Seller Party has or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or the Buyer Parties by reason of any circumstance, action, cause failure to act, matter or thing whatsoever which arises at any time arising from or based on or facts occurring prior to the day and 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 this Amendmentthe Transactions under the Repurchase Agreement, includingthe Transaction Documents, the Security Documents or the Transfer Documents, including without limitation, for any such claims and defenses based on fraud, mistake, duress, usury or on account ofmisrepresentation, or any other claim based on so-called “lender liability theories”, (ii) any covenants, agreements, duties or obligations set forth in relation tothe Repurchase Agreement or any Transaction Document, Security Document or in Transfer Document, (iii) any way actions or omissions of any of the Buyer Parties in connection with the Loan Agreementinitiation or continuing exercise of any right or remedy contained in the Repurchase Agreement or any Transaction Document, Security Document or Transfer Document 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 any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above(viii) damages to business reputation.

Appears in 2 contracts

Samples: Master Repurchase Agreement (KBS Real Estate Investment Trust, Inc.), Master Repurchase Agreement (KBS Real Estate Investment Trust, Inc.)

Release.  (i) In consideration of the agreements of Collateral Agent and each Lender Bank contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents agents, legal representatives and other representatives (Agent, Lenders Borrower and all such other persons Persons being hereinafter referred to collectively as the “Releasees” "Releasing Parties" and individually as a "Releasing Party"), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Bank, and its successors and assigns, and its present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (Bank and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from any and all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name kind and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrower, any Releasing Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Amendment, the Loan Credit Agreement, or and any of the other Loan Documents or any of the transactions thereunder hereunder or related theretothereunder. Releasing Parties hereby represent to the Releasees that they have not assigned or transferred any interest in any Claims against any Releasee prior to the date hereof.  (ii) Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim 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.  (iii) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall will affect in any manner the final, absolute and unconditional nature of the release set forth above...  [Signature Page Follows]

Appears in 2 contracts

Samples: Loan and Security Agreement (Sigmatron International Inc), Loan and Security Agreement (Sigmatron International Inc)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on On behalf of itself myself and its my successors, assigns, legatees, heirs, and other legal personal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises I release and forever discharges Collateral Agent discharge defendants Provide Commerce, Inc. and Regent Group, Inc., and each Lenderof their respective direct or indirect parents, wholly or majority owned subsidiaries, affiliated and its related entities, predecessors, successors and assigns, partners, privities, and its any of their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, employees, shareholders, agents, representatives, attorneys, employeesaccountants, agents and other representatives (Agentinsurers, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)acting by, through, under or in concert with them, or any of and them, from all demands, actionsmanner of action, causes of action, claims, demands, rights, suits, covenantsobligations, debts, contracts, controversies, agreements, promises, sums liabilities, damages, charges, penalties, losses, costs, expenses, and attorneys’ fees, of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and naturenature whatsoever, known or unknown, suspected in law or unsuspected, both at law and in equity, fixed or contingent, which BorrowerI have or may have arising out of or relating to any of the acts, omissions or other conduct that have or could have been alleged or otherwise referred to in the Action including, but not limited to, (i) the marketing, advertising, enrollment, registration, disclosure of membership billing terms, handling of personal or financial information, or sharing of contact and payment information as they relate to the Membership Programs, (ii) the past or continued billing, debiting, or charging of fees associated with the Membership Programs, (iii) the adequacy or inadequacy of any notification of enrollment or copy of authorization to debit accounts for any fees associated with any of its the Membership Programs (or any alleged failure to provide a copy of such authorization), (iv) the billing cycle, time period, or frequency of the charges for the Membership Programs, and (v) any and all claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, violations of the California Consumers Legal Remedies Act, unjust enrichment, violations of the Electronic Funds Transfer Act, invasion of privacy – intrusion into private matters, negligence, or violations of California’s Unfair Competition Law (the “Released Claims”). With respect to the released claims, on behalf of myself and my successors, assigns, or other legal representatives may now or hereafter ownlegatees, holdheirs, have or claim to have against the Releasees or any of them forand personal representatives, uponI expressly waive and relinquish, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day fullest extent permitted by law, the provisions, rights and date benefits of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with Section 1542 of the Loan AgreementCalifornia Civil Code, or any of the other Loan Documents similar provision under federal or transactions thereunder or related thereto. Borrower understandsstate law, 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.provides:

Appears in 2 contracts

Samples: Settlement Agreement, Settlement Agreement

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, to the extent permitted by applicable law, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderLenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-offset‑off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, such Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, Amendment for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. . (b) Each Borrower 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. . (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 2 contracts

Samples: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Remy International, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrowereach Loan Party, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan and Security Agreement, or any of the other Loan Documents or transactions thereunder or related theretothereto (collectively, the “Released Claims”). Borrower Each Loan Party understands, acknowledges and agrees that the release set forth above (the “Release”) 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. Borrower Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Without limiting the generality of the foregoing, each Loan Party hereby waives the provisions of any statute or doctrine that prevents a general release from extending to claims unknown by the releasing party, including, without limitation, California Civil Code Section 1542, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each Loan Party acknowledges that the agreements in this Section are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Claims. Each Loan Party acknowledges that the Release constitutes a material inducement to Agent and Lender to enter into this Amendment and that Agent and Lender would not have done so but for Agent’s and Lender’s expectation that the Release is valid and enforceable in all events.

Appears in 2 contracts

Samples: Loan and Security Agreement (Mesoblast LTD), Loan and Security Agreement (Mesoblast LTD)

Release. In consideration Upon execution of this Assignment by all of the agreements parties hereto and refinancing of Collateral Agent and each Lender contained herein and the indebtedness evidenced by the Prior Notes as provided in the Restated Credit Agreement, Mortgagor for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assignsassigns (collectively, the "Releasing Parties") hereby forever releases, discharges and its present acquits each Prior Bank, Prior Secured Party and former shareholders, affiliates, subsidiaries, divisions, predecessorseach of their respective officers, directors, officers, attorneysshareholders, employees, agents agents, successors, assignees (including, without limitation, Banks and other Successor Secured Party), representatives and affiliates (Agentcollectively, Lenders the "Released Parties") from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)claims, of and from all demands, actions, remedies, causes of action, suitsdebts, covenantsliabilities, contracts, controversiesdamages, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, costs (including, without limitation, for attorney's fees and all costs of court or on account ofother proceedings), expenses and losses of every kind or nature (INCLUDING, WITHOUT LIMITATION, OFFSETS, REDUCTIONS, REBATES OR CLAIMS OF USURY AND CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY OF THE RELEASED PARTIES) at this time known or unknown, direct or indirect, fixed or contingent, in law, by statute, admiralty or equity which the Releasing Parties ever had, now have, or in relation tohereafter can, shall or may have, for, upon or by reason or arising out of any act, occurrence, transaction or omission occurring from the beginning of time to the date of execution of this Assignment if related in any way to the Assigned Rights in connection with the Loan Agreement, or any respect of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveMortgagor.

Appears in 2 contracts

Samples: Credit Agreement (Stroud Energy Inc), Credit Agreement (Stroud Energy Inc)

Release. In further consideration of the agreements of Collateral execution by the Administrative Agent and each Lender contained herein and for other good and valuable considerationthe Lenders of this Waiver, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, Company and its successors and assignsassigns (collectively, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleasors”), hereby confirms that (a) it does not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of and from all demandsthe Administrative Agent or any of the Lenders, actionsthe effectiveness, causes genuineness, validity, collectibility or enforceability of actionthe Credit Agreement or any of the other Loan Documents, suitsthe Obligations, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrowerthe Liens securing such Obligations, or any of its successors, assigns, the terms or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason conditions of any circumstanceLoan Document and (b) it does not possess and hereby completely, actionvoluntarily, cause or thing whatsoever which arises at knowingly, and unconditionally releases and forever discharges the Administrative Agent, each of the Lenders, each of their advisors, professionals and employees, each affiliate of the foregoing and all of their respective successors and assigns (collectively, the “Releasees”), from any time on or prior to the day and date of this Amendmentall claims, actions, suits, and other liabilities, including, without limitation, for any so-called “lender liability” claims or on account ofdefenses (collectively, “Claims”), whether arising in law or in relation equity, which any of the Releasors ever had, now has or hereinafter can, shall or may have against any of the Releasees for, upon or by reason of any matter, cause or thing whatsoever from time to time occurred on or prior to the date hereof, in any way concerning, relating to, or in arising from (i) any way in connection with of the Loan AgreementReleasors, (ii) the Secured Obligations, (iii) the Collateral, (iv) the Credit Agreement or any of the other Loan Documents Documents, (v) the financial condition, business operations, business plans, prospects or transactions thereunder or related thereto. Borrower 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 creditworthiness of the provisions Company, and (vi) the negotiation, documentation and execution of such releasethis Waiver and any documents relating hereto. Borrower agrees The Releasors hereby acknowledge that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature they have been advised by legal counsel of the release set forth abovemeaning and consequences of this release.

Appears in 2 contracts

Samples: Waiver (Medical Action Industries Inc), Credit Agreement (Medical Action Industries Inc)

Release. In consideration Except to the extent of the agreements Lessor’s negligence or willful misconduct, or any breach by Lessor of Collateral Agent express covenants and each Lender contained herein and for other good and valuable considerationobligations in this Agreement, the receipt and sufficiency of which are hereby acknowledged, BorrowerLessee, on behalf of itself and its successorsLessee, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, hereby fully and its present forever releases, acquits and former shareholdersdischarges Lessor of and from, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders hereby fully forever waives: Any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demandsclaims, actions, causes of action, suits, covenantsliabilities, contractsobligations, controversiesproceedings, agreementsdemands, promisesrights, sums of moneydamages, accountscosts, billsexpenses, reckoningslosses, damages judgments, provisional relief, fines, penalties, fees, and any costs and all other claimsexpenses (including, counterclaimswithout limitation, defensesattorneys’ fees, rights of set-off, demands disbursements and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendmentcourt costs), including, without limitation, any and all claims for compensation, reimbursement, or on account contribution whatsoever, whether known or unknown, direct or indirect, foreseeable or unforeseeable, absolute or contingent, that Lessee or any of Lessee’s successors or assigns now has or may have or which may arise or be asserted in the future arising out of, directly or in relation toindirectly, or in any way connected with: (1) any act or omission of Lessor (or any person acting for or on behalf of Lessor or for whose conduct Lessor may be liable), in connection with prior ownership, maintenance, operation or use of the Loan AgreementPremises or the bulkheads in the surrounding area adjacent to and/or abutting the Premises; (2) any condition of environmental contamination or pollution at the Premises (including, without limitation, the contamination or pollution of any soils, subsoil media, surface waters or groundwaters at the Premises); (3) to the extent not already included in clause “(2)” above, the prior, present or future existence, release or discharge, or threatened release, of any Hazardous Substances at the Premises, (including, without limitation, the release or discharge, or threatened release, of any Hazardous Substances into the air at the Premises or into any soils, subsoils, surface waters or groundwaters at the Premises); (4) violation of, or noncompliance with, any Applicable Law now or hereafter in effect, however and whenever occurring; (5) the condition of the soil at the Premises; (6) the condition of any improvements located on the Premises or surrounding area including, without limitation, the structural integrity and seismic compliance of such improvements; (7) any matters which would be shown on an accurate ALTA land survey of the Premises (including, without limitation, all existing easements and encroachments, if any); (8) matters which would be apparent from a visual inspection of the Premises or surrounding area; or (9) Lessor’s and the City of Newport Beach’s exercise of discretion to approve, deny, modify or condition, CEQA documents, the Improvements, or any other permits, license or regulatory approvals from the City of Newport Beach in relation to this Agreement including, without limit, any matters contained in Section 41; or (10) to the extent not already covered by any of the other Loan Documents foregoing clauses above, the use, maintenance, development, construction, ownership or transactions thereunder or related thereto. Borrower 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 operation of the provisions Premises by Lessor or any predecessor(s)-in-interest in the Premises of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveLessor.

Appears in 2 contracts

Samples: Lease Agreement, Lease Agreement

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf of itself and each of its Affiliates and Subsidiaries and each of their respective successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, Lender and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower or any of its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentAmendment Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Credit Agreement or any of the other Loan Financing Documents or transactions thereunder or related thereto. . (b) Borrower understands, acknowledges and agrees that the its 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. . (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 2 contracts

Samples: Credit and Security Agreement, Credit and Security Agreement (Amicus Therapeutics Inc)

Release. In consideration of, among other things, Lender’s execution and delivery of this Agreement, each of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable considerationParent, the receipt and sufficiency of which are hereby acknowledgedCompany, Borrower, any party claiming on behalf of itself the Parent or the Company, the Parent or the Company’s equityholders and its successors, assigns, residual claimants and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its the respective successors and assignsassigns of each (collectively, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleasors”), hereby forever agrees and covenants not to xxx or prosecute against the Releasees (as defined in this Section 4.20) and hereby forever waives, releases and discharges each Releasee from, any and all claims (including, without limitation, cross-claims, counterclaims, rights of set-off and from all demandsrecoupment), actions, causes of action, suits, debts, accounts, interests, Liens, promises, warranties, damages and consequential and punitive damages, demands, agreements, bonds, bills, specialties, covenants, contracts, controversies, agreementstorts, promisesvariances, sums trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have, of moneywhatsoever nature and kind, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether known or unknown, suspected or unsuspected, both whether arising at law and or in equity, which Borroweragainst Lender in any capacity and its shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors, auditors, consultants, Affiliates and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or any of its successorsin part on facts whether or not now known, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time existing on or prior to before the day and date of this Amendmenthereof, including, without limitation, for or on account of, or in relation that relate to, arise out of or in any way otherwise are in connection with the Loan Agreement, this Agreement or any of the other Loan Transaction Documents or any transactions thereunder contemplated thereby or related thereto. Borrower understandsany acts or omissions in connection therewith or the negotiation thereof, acknowledges and agrees provided, however, that the foregoing shall not release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against Lender from its express obligations under this Agreement or any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the Transaction Documents. The provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered this Section 4.20 shall affect in survive the expiration and termination of this Agreement and any manner the final, absolute and unconditional nature of the release set forth aboveTransaction Documents.

Appears in 2 contracts

Samples: Note Purchase Agreement (Odyssey Marine Exploration Inc), Note Purchase Agreement (Odyssey Marine Exploration Inc)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, (a) Seller on behalf of itself itself, and including its Affiliates, executors, personal representatives, successors and assigns (collectively, the “Seller Releasing Parties”), releases Buyer, the Company and its successorsPredecessors and their respective Affiliates, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersmembers, attorneysstockholders, employeesmembers and employees (collectively, agents and other representatives (Agent, Lenders the “Buyer Released Parties”) from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actionsActions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other cross-claims, counterclaimscounter-claims, defensesdebts, rights compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or Liabilities of set-offany nature whatsoever in Law and in equity, demands both past and liabilities whatsoever present (for all points in time through the date of every name this Agreement) and nature, whether known or unknown, suspected suspected, or unsuspectedclaimed against any of its, both at law his or her Buyer Released Parties which such Seller Releasing Party, or any officer, director, manager, trustee, successor or assign of such Seller Releasing Party, has or may have, which arise out of or are connected with the Company, Buyer, any Affiliate of the Company or Buyer, or any predecessor thereto, whether arising under any federal, state or local civil or human rights Law, or under any other local, state, or federal Law, regulation or ordinance, or under any public policy, contract or tort, or under common Law; or any claim for breach of contract, infliction of emotional distress, defamation, or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (all of the foregoing collectively referred to herein as such Seller Releasing Party’s “Seller Released Claims”), provided that the foregoing shall not release any claim arising out of this Agreement or pursuant to any document executed or delivered pursuant hereto, nor shall it constitute a release of any claim arising out of any future act or omission of any Buyer Released Party. (b) Buyer on behalf of itself, and including its Affiliates, executors, personal representatives, successors and assigns (collectively, the “Buyer Releasing Parties”), releases Seller and its Predecessors and their respective Affiliates, officers, directors, members, stockholders, members and employees (collectively, the “Seller Released Parties”) from any and all Actions, causes of action, cross-claims, counter-claims, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or Liabilities of any nature whatsoever in Law and in equity, both past and present (for all points in time through the date of this Agreement) and whether known or unknown, suspected, or claimed against any of its, his or her Seller Released Parties which Borrowersuch Buyer Releasing Party, or any officer, director, manager, trustee, successor or assign of its successorssuch Buyer Releasing Party, assignshas or may have, which arise out of or are connected with the Seller, any Affiliate of the Seller, or any predecessor thereto, whether arising under any federal, state or local civil or human rights Law, or under any other local, state, or federal Law, regulation or ordinance, or under any public policy, contract or tort, or under common Law; or any claim for breach of contract, infliction of emotional distress, defamation, or any claim for costs, fees, or other legal representatives may now expenses, including attorneys’ fees incurred in these matters (all of the foregoing collectively referred to herein as such Buyer Releasing Party’s “Buyer Released Claims”), provided that the foregoing shall not release any claim arising out of this Agreement or hereafter ownpursuant to any document executed or delivered pursuant hereto, hold, have or claim to have against the Releasees or any of them for, upon, or by reason nor shall it constitute a release of any circumstanceclaim arising out of any future act or omission of any Seller Released Party. (c) Each Buyer Releasing Party or Seller Releasing Party (collectively, actiona “Releasing Party”), cause as applicable, represents that he, she or thing whatsoever which arises at it has made no assignment or transfer of any time on Released Claim. Each such Releasing Party acknowledges and intends that his, her or prior to the day its execution and date delivery of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any release shall be effective as a bar to each and every one of the other Loan Documents or transactions thereunder or related thereto. Borrower understandsReleased Claims, acknowledges and expressly consents and agrees that this release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Released Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release set forth above may be pleaded of unknown, unsuspected and unanticipated Released Claims), if any, as a full well as those relating to any other Released Claims hereinabove mentioned or implied. (d) Each Releasing Party agrees that if he, she or it violates any provision of this Section 6.02, such Releasing Party will pay all costs and complete defense and may be used as a basis for an injunction expenses of defending against any action, related or resulting suit or other proceeding which may be institutedProceeding incurred by his, prosecuted her or attempted in breach of the provisions of such release. Borrower agrees that no factits Released Parties, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveincluding reasonable attorneys’ fees.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Surgalign Holdings, Inc.), Equity Purchase Agreement (Xtant Medical Holdings, Inc.)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name kind and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrower, any Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Amendment, the Loan Agreement, or any of the other Loan Documents or transactions thereunder hereunder or related thereto. thereunder. (b) Each Borrower 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. . (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 2 contracts

Samples: Loan and Security Agreement (Titan Global Holdings, Inc.), Loan and Security Agreement (Titan Global Holdings, Inc.)

Release. In consideration of the agreements of Collateral Agent Lender's entering into this Amendment, Borrower hereby fully and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, employeesagents, agents representatives, successors and other representatives (Agent, Lenders assigns and all such other persons being hereinafter referred to collectively as persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Releasees” and individually as a “Releasee”"Released Parties"), of and from any and all demandsclaims, actionsallegations, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, costs or demands and liabilities whatsoever liabilities, of every name and whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, both at law and in equityanticipated or unanticipated, which Borrowerany Borrower or any Subsidiary has, had, claims to have or to have had or hereafter claims to have or have had against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of its successorsthem, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, of or in any way in connection with related to the Loan Agreement, including the administration or enforcement of the Loan Agreement occurring prior to the date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed (collectively, all of the foregoing are the "Claims"). Borrower represents and warrants that it has no knowledge of any claim by it or by any Subsidiary against the Released Parties or of any facts or acts or omissions of the Released Parties which on the date hereof would be the basis of a Claim by it or by any Subsidiary or any of the other Loan Documents or transactions thereunder or related thereto. Party against the Released Parties which is not released hereby, and Borrower understands, acknowledges represents and agrees warrants that the release set forth above may be pleaded as foregoing constitutes a full and complete defense release of all Claims by or on behalf of each Borrower and may be used as any Subsidiary. The inclusion of a basis release provision in this Amendment shall not give rise to any inference that but 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveClaim otherwise would exist.

Appears in 2 contracts

Samples: Loan Agreement (Noble Romans Inc), Loan Agreement (Noble Romans Inc)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, each of Borrower, each Subsidiary Guarantor and each Sponsor Guarantor, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderLenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, either known or unknown, suspected or unsuspectedsuspected, both at law and in equity, which Borrower, any Subsidiary Guarantor, any Sponsor Guarantor or any of its their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or any other documents entered into in connection therewith or transactions thereunder or related thereto. Borrower . (b) Each of Borrower, each Subsidiary Guarantor and each Sponsor Guarantor 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 2 contracts

Samples: Credit Agreement (Westwood One Inc /De/), Credit Agreement (Westwood One Inc /De/)

Release. In exchange for the payments and other consideration of the agreements of Collateral Agent under this Agreement, to which you would not otherwise be entitled, and each Lender contained herein and for other good and valuable considerationexcept as otherwise set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, Borroweryou, on behalf of itself yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives affiliates (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Parties), ) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, covenantscosts, contractsexpenses, controversiesattorneys’ fees, agreementsdamages, promisesindemnities, sums of moneydebts, accountsjudgments, billslevies, reckonings, damages executions and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever obligations of every name kind and nature, in law, equity, or otherwise, both known or and unknown, suspected or and unsuspected, both at law disclosed and in equityundisclosed, which Borrower, or any arising out of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way related to agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in connection any way connected with your employment with the Loan AgreementCompany or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of the other Loan Documents compensation; claims pursuant to any federal, state or transactions thereunder local law, statute, or related thereto. Borrower understandscause of action; tort law; or contract law (individually a Xxxxxxxx Xxxxxx July 7, 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 2021 Page 4 of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.9

Appears in 2 contracts

Samples: Separation Agreement (AppHarvest, Inc.), Separation Agreement (AppHarvest, Inc.)

Release. In further consideration of the agreements of Collateral execution by Agent and Lenders of this Amendment, Alarm Funding, NewCo, CastleRock, Full Circle and Whitecap Advisors, LLC, each Lender contained herein individually and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself their respective successors (including any trustees acting on behalf of Alarm Funding, NewCo, CastleRock, Full Circle or Whitecap Advisors, LLC, and its any debtor-in-possession with respect to Alarm Funding, NewCo, CastleRock, Full Circle or Whitecap Advisors, LLC,), assigns, subsidiaries and affiliates (collectively, the “Releasors”), hereby forever release Agent, Lenders, their respective successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliatesparents, subsidiaries, divisionsand affiliates and their respective officers, predecessorsemployees, directors, officers, attorneys, employees, agents and other representatives attorneys (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee), of and ) from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other debts, claims, counterclaimsdemands, defensesliabilities, rights responsibilities, disputes, causes, damages, actions and causes of set-offactions (whether at law or in equity), demands and liabilities whatsoever obligations of every name and naturenature whatsoever, known whether liquidated or unknownunliquidated, suspected whether matured or unsuspectedunmatured, both at law and in equity, which Borrowerwhether fixed or contingent that the Releasors, or any of its successors, assigns, or other legal representatives may now or hereafter own, holdthem, have or claim to may have against the Releasees Releasees, or any of them forthem, uponwhich arise from or relate to any actions which the Releasees, or by reason any of any circumstancethem, action, cause have or thing whatsoever which arises at any time on may have taken or prior omitted to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way take in connection with the Loan negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment or any other document executed in connection with the Credit Agreement or the other Credit Documents, the Equity Raise, the Incentive Equity Issuance or any other matter, in each case prior to the Third Amendment Effective Date (including with respect to the Obligations, any Collateral, the Credit Agreement, any other Credit Document and any third parties liable in whole or any in part for the Obligations) (collectively, the “Released Claims”). This provision shall survive and continue in full force and effect whether or not Alarm Funding, NewCo or CastleRock shall satisfy all other provisions of this Amendment or the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveCredit Documents.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (CastleRock Security Holdings, Inc.)

Release. In consideration The Borrower hereby acknowledges and agrees that: (a) neither it nor any of its Affiliates has any claim or cause of action against the agreements Administrative Agent, the Collateral Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) including, but not limited to, under the Credit Agreement and the other Loan Documents (and each other document entered into in connection therewith), and (b) the Administrative Agent, the Collateral Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Obligors and their Affiliates under the Credit Agreement and the other Loan Documents (and each other document entered into in connection therewith) that are required to have been performed on or prior to the date hereof. Accordingly, for and in consideration of the agreements contained herein in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of Borrower (for itself and its Affiliates and the successors, assigns, heirs and other legal representativesrepresentatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, absolutelyfinally, unconditionally and irrevocably releases, remises release and forever discharges discharge the Administrative Agent, the Collateral Agent Agent, each Lender and each Lenderof their respective Affiliates, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersemployees, attorneys, employeesconsultants and agents (collectively, agents and other representatives (Agent, Lenders the “Released Parties”) from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)debts, of and from all claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, suitsin each case, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether known or unknown, suspected contingent or unsuspectedfixed, both at direct or indirect, and of whatever nature or description, and whether in law and or in equity, under contract, tort, statute or otherwise, which Borrower, any Releasor has heretofore had or any of its successors, assigns, or other legal representatives may now or hereafter owncan, hold, have shall or claim to may have against the Releasees or any of them for, upon, or Released Party by reason of any circumstanceact, action, cause omission or thing whatsoever which arises at any time done or omitted to be done on or prior to the day and date of hereof directly arising out of, connected with or related to this Amendment, including, without limitation, for the Credit Agreement or on account of, any other Loan Document (or in relation to, or in any way other document entered into in connection with the Loan Agreementtherewith), or any act, event or transaction related or attendant thereto, or the agreements of the other Loan Documents Administrative Agent, the Collateral Agent or transactions thereunder any Lender contained therein, or related thereto. Borrower understandsthe possession, acknowledges and agrees that use, operation or control of any of 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 assets of the Borrower, or the making of any action, suit Loans or other proceeding which may be institutedadvances, prosecuted or attempted in breach of the provisions management of such release. Borrower agrees that no fact, event, circumstance, evidence Loans or transaction which could now be asserted advances or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveCollateral.

Appears in 2 contracts

Samples: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp), Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, BorrowerBorrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), and CIBER AG, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderLenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-offset‑off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, any such Borrower or Guarantor or any of its their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. , in each case, solely that arises at any time on or prior to the day and date of this Consent. (b) Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), and CIBER AG 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. . (c) Each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), and CIBER AG agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 2 contracts

Samples: Credit Agreement (Ciber Inc), Consent to Credit Agreement (Ciber Inc)

Release. In consideration of the agreements of Collateral Agent and each Lender the Required Holders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowerthe Company, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent New York Life and each Lender, Noteholder and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (AgentNew York Life, Lenders the Noteholders and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-set off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, the Company or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, Agreement for or on account of, or in relation to, or in any way in connection with the Loan Agreement, NYL Note Facility or any of the other Loan Financing Documents or transactions thereunder or related thereto. Borrower The Company 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. Borrower The Company agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. The Company acknowledges and agrees that the Releasees have fully performed all obligations and undertakings owed to the Company under or in any way in connection with the NYL Note Facility or any of the other Financing Documents or transactions thereunder or related thereto as of the date hereof.

Appears in 2 contracts

Samples: Master Note Facility (MSA Safety Inc), Master Note Facility

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower Xxxxxxxx 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.such

Appears in 2 contracts

Samples: Loan and Security Agreement (Phathom Pharmaceuticals, Inc.), Loan and Security Agreement (Phathom Pharmaceuticals, Inc.)

Release. In consideration (a) The Borrower hereby unconditionally and irrevocably remises, acquits, and fully and forever releases and discharges the Administrative Agent and the Lenders and all respective affiliates and subsidiaries of the agreements of Collateral Administrative Agent and each Lender contained herein the Lenders, their respective officers, servants, employees, agents, attorneys, principals, directors and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assignsshareholders, and other their respective heirs, legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assignsassigns (collectively, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders the "Released Lender Parties") from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)claims, of and from all demands, actions, causes of action, remedies, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and liabilities (collectively, the "Borrower Claims") of any and all other claimsnature whatsoever, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknownwhether now known, suspected or unsuspectedclaimed, both at law and whether arising under common law, in equityequity or under statute, which Borrower, the Borrower ever had or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have has against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever Released Lender Parties which arises may have arisen at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or Agreement and which were in any way in connection with the Loan Agreement, or manner related to any of the other Loan Documents or transactions thereunder the enforcement or attempted enforcement by the Administrative Agent or the Lenders of rights, remedies or recourses related thereto. . (b) The Borrower understands, acknowledges covenants and agrees that the release set forth above may never to commence, voluntarily aid in any way, prosecute or cause to be pleaded as a full and complete defense and may be used as a basis for an injunction commenced or prosecuted against any action, suit of the Released Lender Parties any action or other proceeding based upon any of the Borrower Claims which may be instituted, prosecuted have arisen at any time on or attempted in breach prior to the date of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect this Agreement and were in any manner the final, absolute and unconditional nature related to any of the release Loan Documents. (c) The agreements of the Borrower set forth abovein this Section 5.7 shall survive termination of this Agreement.

Appears in 2 contracts

Samples: Limited Forbearance Agreement (Doskocil Manufacturing Co Inc), Limited Forbearance Agreement (Doskocil Manufacturing Co Inc)

Release. (a) In consideration of the this Agreement and agreements of Collateral the Agent and each Lender Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, BorrowerBorrower and the other Loan Parties (collectively, the “Releasing Parties”), each on behalf of itself and its successors, assigns, and other legal representatives, representatives hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderAgent, the Lender Parties, solely in their capacities as Lenders, and its successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives representatives, in each case solely in their capacities relative to the Lender Parties and not in any other capacity such party may have relative to the Releasing Parties (Agent, Lenders each Lender Party, and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, the Loan Parties or any of its their respective successors, assigns, assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitationAgreement, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Facility Agreement or any of the other Loan Documents or transactions thereunder (any of the foregoing, a “Claim” and collectively, the “Claims”). Each Releasing Party expressly acknowledges and agrees, with respect to the Claims, that it waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or related theretostate law, or any principle of U.S. common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 5.3. Borrower Furthermore, each of the Releasing Parties hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released and/or discharged by the Releasing Parties pursuant to this Section 5.3. The foregoing release, covenant and waivers of this Section 5.3 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment or prepayment of any of the Loans, or the termination of the Facility Agreement, this Agreement, any other Loan Document or any provision hereof or thereof. (b) Each Releasing Party understands, acknowledges and agrees that the its 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. Borrower . (c) Each Releasing Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 2 contracts

Samples: Forbearance Agreement (Endologix Inc /De/), Forbearance Agreement (Endologix Inc /De/)

Release. In As additional consideration for the execution, delivery and performance of this First Amendment by the agreements of parties hereto and to induce the Administrative Agent, the Collateral Agent and each Lender contained herein and for other good and valuable considerationthe Lenders to enter into this First Amendment, the receipt Borrower warrants and sufficiency represents to the Administrative Agent, the Collateral Agent and the Lenders that no facts, events, statuses or conditions exist or have existed which, either now or with the passage of which are time or giving of notice, or both, constitute or will constitute a basis for any claim or cause of action against the Administrative Agent, the Collateral Agent or any Lender or any defense to (i) the payment of Obligations under the Term Notes and/or the Loan Documents, or (ii) the performance of any of its obligations with respect to the Term Notes and/or the Loan Documents. In the event any such facts, events, statuses or conditions exist or have existed, Borrower unconditionally and irrevocably hereby acknowledgedRELEASES, BorrowerRELINQUISHES and forever DISCHARGES Administrative Agent, on behalf of itself the Collateral Agent and its the Lenders, as well as their predecessors, successors, assigns, and other legal representativesagents, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersshareholders, attorneys, employees, agents employees and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)representatives, of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaimsdemands, defensesactions and causes of action of any and every kind or character, rights of set-off, demands and liabilities whatsoever of every name and nature, known past or unknown, suspected or unsuspected, both at law and in equitypresent, which Borrower, or Borrower may have against any of its them or their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives arising out of or other legal representatives may now with respect to (a) any right or hereafter ownpower to bring any claim for usury or to pursue any cause of action based on any claim of usury, hold, have or claim and (b) any and all transactions relating to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or Loan Documents occurring prior to the day and date hereof, including any loss, cost or damage, of this Amendmentany kind or character, including, without limitation, for or on account of, or in relation to, arising out of or in any way connected with or in connection with any way resulting from the Loan Agreementacts, actions or omissions of any of the other Loan Documents or transactions thereunder or related thereto. Borrower understandsthem, acknowledges and agrees that the release set forth above may be pleaded as a full their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and complete defense and may be used as a basis for an injunction against representatives, including any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander or conspiracy, but in each case only to the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveextent permitted by applicable Law.

Appears in 2 contracts

Samples: Second Lien Senior Term Loan Agreement (Quest Resource Corp), Second Lien Senior Term Loan Agreement (Quest Energy Partners, L.P.)

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