Releases by Collateral Agent and Creditor. a. Effective on the “Waiver Effective Date” (as hereinafter defined), the Collateral Agent and the Creditor (collectively, the “Creditor Parties”), for themselves, their respective officers, directors, employees, agents, attorneys, subsidiaries, affiliates and predecessors and the respective heirs, executors, administrators, legal representatives, successors and assigns of each of the foregoing (all of the foregoing being collectively the “Releasors”), hereby and with prejudice unconditionally and irrevocably remise, release and forever discharge the LNG Parties and PNG, their respective officers, directors, employees, agents, attorneys, subsidiaries and predecessors and the respective heirs, executors, administrators, legal representatives, successors and assigns of each of the foregoing (all of the foregoing , collectively, the “Released Persons”) of and from any and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims (including, without limitation, any and all defenses, counter-claims and cross-claims against, and rights to indemnification or contribution from, any of the Released Persons), demands, liabilities and obligations of whatever kind or nature whatsoever (whether joint or several, direct or indirect, absolute or contingent or otherwise, as maker, endorser, surety, guarantor or otherwise, and whether evidenced by any promissory note, court order, or other instrument, or carried as an open account payable or otherwise) in respect of any of the Collateral Agreements or any other contract, instrument, liability, lien or claim relating thereto, whether by operation of law or otherwise or to the business dealings directly between Releasors and Parent and Non-LNG Subsidiaries (other than any business dealings in which PNG has signed a written acknowledgment with respect thereto or in which PNG is a party), whether in law (including, without limitation, any domestic or foreign federal, state, local or other statute, regulation or other law), in equity or as third-party beneficiary or otherwise, whether known or unknown, suspected or unsuspected or otherwise, which any one or more of the Releasors ever had, now has or in the future can, shall or may have, against or otherwise involving any of the Released Persons or any asset or property of any thereof, for any reason whatsoever, or as a result of any matter occurring or failing to occur or otherwise, at any time or times whether heretofore or hereafter occurring; provided, however, that the foregoing releases shall not apply to any liabilities or obligations of PNG itself to any of the Creditor Parties under or in respect of the "Transfer Agreement" itself (as defined below) (to the extent that such representations relate to PNG and are not representations or covenants of Parent, Non-LNG Subsidiaries or LNG Parties or Creditors) or this Release (collectively, "Related Obligations").
Appears in 9 contracts
Samples: Release, Consent and Acknowledgement (PNG Ventures Inc), Release, Consent and Acknowledgement (Earth Biofuels Inc), Release, Consent and Acknowledgement (PNG Ventures Inc)