Common use of Waiver and Release of All Claims and Defenses Clause in Contracts

Waiver and Release of All Claims and Defenses. The Borrower hereby releases, remises, acquits and forever discharges the Bank, its employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, and in any way directly or indirectly arising out of or in any way connected to the Loan Agreement or this Amendment or to any of the Loan Documents, including but not limited to any and all Collateral or additional collateral or security, including any proceeds therefrom and the application of such proceeds to the Obligations, and any and all other obligations of the Borrower to the Bank, including but not limited to all indebtedness, debts, liabilities, obligations, and to claims relating to the negotiation of the Agreement or this Amendment (all of the foregoing hereinafter called the “Released Matters”), whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof. The Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. The Borrower represents and warrants to the Bank that it has not purported to transfer, assign or otherwise convey any right, title or interest of such party in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of all Released Matters. Nothing contained in this Agreement prevents enforcement of this release.

Waiver and Release of All Claims and Defenses. The Borrower As of the Eighth Amendment Effective Date, the Company hereby releasesforever waives, remisesrelinquishes, acquits discharges and forever discharges releases all defenses and Claims of every kind or nature, whether existing by virtue of state, federal, or local law, by agreement or otherwise, against (i) the BankSenior Administrative Agent, its employeesthe Administrative Agent, each Lender, each Issuing Bank and any successors, assigns, directors, officers, shareholders, agents, employees, advisors and attorneys of any of the foregoing, (ii) the Obligations and (iii) the Collateral, in each instance whether previously or now existing or arising out of or related to any transaction or dealings between the Senior Administrative Agent, the Administrative Agent, any Lender, any Issuing Bank and the Company, any Guarantor or any of them in connection with the Credit Agreement, any Loan Document or this Amendment, which the Company, any Guarantor or any of them may have or may have made at any time up through and including the date of this Amendment, including without limitation, any affirmative defenses, counterclaims, setoffs, deductions or recoupments, by the Company, any Guarantor and all of their representatives, consultantssuccessors, attorneysassigns, fiduciariesagents, servantsemployees, officers, directorsdirectors and heirs. “Claims” includes all debts, predecessorsdemands, successors and assignsactions, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debtsdues, claimssums of money, demandsaccounts, liabilitiesbonds, obligationswarranties, damages and expenses covenants, contracts, controversies, promises, agreements or obligations of any kind, type or description, and every characterany other claim, counterclaim, offset, credit or demand of any nature whatsoever, whether known or unknown, direct and/or indirectaccrued or unaccrued, disputed or undisputed, liquidated or contingent, in contract, tort, at law or in equity, of whatsoever kind or nature, and in any way directly or indirectly arising out of or in any way connected to the Loan Agreement or this Amendment or to any of the Loan Documentsthem ever had, including but not limited claimed to any and all Collateral have, now has, or additional collateral shall or security, including any proceeds therefrom and the application of such proceeds to the Obligations, and any and all other obligations of the Borrower to the Bank, including but not limited to all indebtedness, debts, liabilities, obligations, and to claims relating to the negotiation of the Agreement or this Amendment (all of the foregoing hereinafter called the “Released Matters”), whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof. The Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. The Borrower represents and warrants to the Bank that it has not purported to transfer, assign or otherwise convey any right, title or interest of such party in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of all Released Mattersmay have. Nothing contained in this Agreement Amendment prevents enforcement of this release. The Company hereby confirms that, as of the Eighth Amendment Effective Date, it has no Claims or defenses to this Amendment, the other Loan Documents and/or the Obligations, all of which are valid and enforceable according to their terms.

Waiver and Release of All Claims and Defenses. The Borrower As of the Tenth Amendment Effective Date, the Company hereby releasesforever waives, remisesrelinquishes, acquits discharges and forever discharges releases all defenses and Claims of every kind or nature, whether existing by virtue of state, federal, or local law, by agreement or otherwise, against (i) the BankSenior Administrative Agent, its employeesthe Administrative Agent, each Lender, each Issuing Bank and any successors, assigns, directors, officers, shareholders, agents, employees, advisors and attorneys of any of the foregoing, (ii) the Obligations and (iii) the Collateral, in each instance whether previously or now existing or arising out of or related to any transaction or dealings between the Senior Administrative Agent, the Administrative Agent, any Lender, any Issuing Bank and the Company, any Guarantor or any of them in connection with the Credit Agreement, any Loan Document or this Amendment, which the Company, any Guarantor or any of them may have or may have made at any time up through and including the date of this Amendment, including without limitation, any affirmative defenses, counterclaims, setoffs, deductions or recoupments, by the Company, any Guarantor and all of their representatives, consultantssuccessors, attorneysassigns, fiduciariesagents, servantsemployees, officers, directorsdirectors and heirs. “Claims” includes all debts, predecessorsdemands, successors and assignsactions, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debtsdues, claimssums of money, demandsaccounts, liabilitiesbonds, obligationswarranties, damages and expenses covenants, contracts, controversies, promises, agreements or obligations of any kind, type or description, and every characterany other claim, counterclaim, offset, credit or demand of any nature whatsoever, whether known or unknown, direct and/or indirectaccrued or unaccrued, disputed or undisputed, liquidated or contingent, in contract, tort, at law or in equity, of whatsoever kind or nature, and in any way directly or indirectly arising out of or in any way connected to the Loan Agreement or this Amendment or to any of the Loan Documentsthem ever had, including but not limited claimed to any and all Collateral have, now has, or additional collateral shall or security, including any proceeds therefrom and the application of such proceeds to the Obligations, and any and all other obligations of the Borrower to the Bank, including but not limited to all indebtedness, debts, liabilities, obligations, and to claims relating to the negotiation of the Agreement or this Amendment (all of the foregoing hereinafter called the “Released Matters”), whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof. The Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. The Borrower represents and warrants to the Bank that it has not purported to transfer, assign or otherwise convey any right, title or interest of such party in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of all Released Mattersmay have. Nothing contained in this Agreement Amendment prevents enforcement of this release. The Company hereby confirms that, as of the Tenth Amendment Effective Date, it has no Claims or defenses to this Amendment, the other Loan Documents and/or the Obligations, all of which are valid and enforceable according to their terms.

Waiver and Release of All Claims and Defenses. The All defenses and claims of every kind or nature, whether existing by virtue of state, federal, or local law, by agreement or otherwise, against Agent or any Lender, the Obligations, or the Collateral, whether previously or now existing or arising out of or related to any transaction or dealings between Agent, Lenders and Borrower or Agent, Lenders and any Guarantor or any of them, which Borrower or Guarantors or any of them may have or may have made at any time up through and including the date of this Amendment, are hereby releasesforever waived, remisesrelinquished, acquits discharged and forever discharges released against the BankObligations, its employeesthe Collateral, and Agent, Lenders, their successors, assigns, directors, officers, shareholders, agents, employees and attorneys, including, without limitation, any affirmative defenses, counterclaims, setoffs, deductions or recoupments, by Borrower, Guarantors and all of their representatives, consultantssuccessors, attorneysassigns, fiduciariesagents, servantsemployees, officers, directors and heirs. All defenses and claims of every kind or nature, whether existing by virtue of state, federal, or local law, by agreement or otherwise, against Agent, whether previously or now existing or arising out of or related to any transaction or dealings between Agent, Lenders and Borrower or Agent, Lenders and any Guarantor or any of them, which any Lender may have or may have made at any time up through and including the date of this Amendment, are hereby forever waived, relinquished, discharged and released against the Agent and its successors, assigns, directors, predecessorsofficers, successors shareholders, agents, employees and attorneys, including, without limitation, any affirmative defenses, counterclaims, setoffs, deductions or recoupments, by any Lender and all of its representatives, successors, assigns, subsidiary corporationsagents, parent corporationsemployees, officers, directors and related corporate divisions (heirs. By way of illustration but not limitation, "Claims" includes all of the foregoing hereinafter called the “Released Parties”)debts, from any and all actions and demands, actions, causes of action, judgments, executions, suits, debtsdues, claimssums of money, demandsaccounts, liabilitiesbonds, obligationswarranties, damages and expenses covenants, contracts, controversies, promises, agreements or obligations of any kind, type or description, and every characterany other claim or demand of any nature whatsoever, whether known or unknown, direct and/or indirectaccrued or unaccrued, disputed or undisputed, liquidated or contingent, in contract, tort, at law or in equity, of whatsoever kind or nature, and in any way directly or indirectly arising out of or in any way connected to the Loan Agreement or this Amendment or to any of the Loan Documentsthem ever had, including but not limited claimed to any and all Collateral have, now has, or additional collateral shall or security, including any proceeds therefrom and the application of such proceeds to the Obligations, and any and all other obligations of the Borrower to the Bank, including but not limited to all indebtedness, debts, liabilities, obligations, and to claims relating to the negotiation of the Agreement or this Amendment (all of the foregoing hereinafter called the “Released Matters”), whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof. The Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. The Borrower represents and warrants to the Bank that it has not purported to transfer, assign or otherwise convey any right, title or interest of such party in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of all Released Mattersmay have. Nothing contained in this Agreement Amendment prevents enforcement of this release.

Waiver and Release of All Claims and Defenses. The Borrower As of the Seventh Amendment Effective Date, the Company hereby releasesforever waives, remisesrelinquishes, acquits discharges and forever discharges releases all defenses and Claims of every kind or nature, whether existing by virtue of state, federal, or local law, by agreement or otherwise, against (i) the BankSenior Administrative Agent, its employeesthe Administrative Agent, each Lender, each Issuing Bank and any successors, assigns, directors, officers, shareholders, agents, employees, advisors and attorneys of any of the foregoing, (ii) the Obligations and (iii) the Collateral, in each instance whether previously or now existing or arising out of or related to any transaction or dealings between the Senior Administrative Agent, the Administrative Agent, any Lender, any Issuing Bank and the Company, any Guarantor or any of them in connection with the Credit Agreement, any Loan Document or this Amendment, which the Company, any Guarantor or any of them may have or may have made at any time up through and including the date of this Amendment, including without limitation, any affirmative defenses, counterclaims, setoffs, deductions or recoupments, by the Company, any Guarantor and all of their representatives, consultantssuccessors, attorneysassigns, fiduciariesagents, servantsemployees, officers, directorsdirectors and heirs. “Claims” includes all debts, predecessorsdemands, successors and assignsactions, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debtsdues, claimssums of money, demandsaccounts, liabilitiesbonds, obligationswarranties, damages and expenses covenants, contracts, controversies, promises, agreements or obligations of any kind, type or description, and every characterany other claim, counterclaim, offset, credit or demand of any nature whatsoever, whether known or unknown, direct and/or indirectaccrued or unaccrued, disputed or undisputed, liquidated or contingent, in contract, tort, at law or in equity, of whatsoever kind or nature, and in any way directly or indirectly arising out of or in any way connected to the Loan Agreement or this Amendment or to any of the Loan Documentsthem ever had, including but not limited claimed to any and all Collateral have, now has, or additional collateral shall or security, including any proceeds therefrom and the application of such proceeds to the Obligations, and any and all other obligations of the Borrower to the Bank, including but not limited to all indebtedness, debts, liabilities, obligations, and to claims relating to the negotiation of the Agreement or this Amendment (all of the foregoing hereinafter called the “Released Matters”), whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof. The Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. The Borrower represents and warrants to the Bank that it has not purported to transfer, assign or otherwise convey any right, title or interest of such party in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of all Released Mattersmay have. Nothing contained in this Agreement Amendment prevents enforcement of this release. The Company hereby confirms that, as of the Seventh Amendment Effective Date, it has no Claims or defenses to this Amendment, the other Loan Documents and/or the Obligations, all of which are valid and enforceable according to their terms.