Common use of Waiver and Release Clause in Contracts

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Appears in 11 contracts

Samples: Securities Purchase Agreement (Unilife Corp), Credit Agreement (Unilife Corp), Credit Agreement (Unilife Corp)

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Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWERS, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE "RELEASED PARTIES”) "), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 10 contracts

Samples: Credit Agreement, Credit Agreement (Xtant Medical Holdings, Inc.), Credit Agreement (Xtant Medical Holdings, Inc.)

Waiver and Release. IN CONSIDERATION OF LESSOR PERMITTING LESSEE TO INDUCE USE THE LENDER TO AGREE LESSOR’S CLUBHOUSE, COMMON FACILITIES FOR THE PURPOSES DESCRIBED HEREIN, LESSEE HEREBY AGREES THAT LESSOR SHALL HAVE NO OBLIGATIONS TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS LESSEE OR ANY PARTIES PARTICIPATING IN OR IN ATTENDANCE DURING LESSEE’S USE OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO CLUBHOUSE AND COMMON FACILITIES AND (POOL IF APPLICABLE) ADDITIONALLY, LESSEE HEREBY FULLY WAIVES AND RELEASES LESSOR, AND ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS OFFICERS, AGENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES DIRECTORS, FROM ANY AND ALL SUCH CLAIMS, OFFSETSDAMAGES, RIGHTS OR CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, WHETHER UNDER FEDERAL, STATE OR LOCAL LAW ARISING PRIOR OUT OF DAMAGE CAUSED AS A RESULT OF LESSEE’S USE OF LESSOR’S FACILITIES, INCLUDING, BUT NOT LIMITED TO, LESSOR’S CLUBHOUSE AND POOL, OR TAKING PLACE DURING XXXXXX’S PRESENCE ON THE PROPERTY. THE RELEASES, WAIVERS AND PROMISES SET FORTH HEREIN SHALL BE BINDING UPON AND SHALL INURE TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS BENEFIT OF SUCH PARTIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, LEGAL REPRESENTATIVES, SUBCONTRACTORS, AGENTS, SHAREHOLDERS HEIRS, SUCCESSORS, AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYASSIGNS.

Appears in 8 contracts

Samples: Clubhouse Rental Agreement, Clubhouse Rental Agreement, Clubhouse Rental Agreement

Waiver and Release. TO INDUCE EXCEPT FOR THE LENDER TO AGREE TO THE TERMS OF EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSPURCHASER HEREBY WAIVES, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW CLAIMS IT HAS, CLAIMS TO MIGHT HAVE HAD OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR THE SELLER, ITS MEMBERS, MANAGER, SERVICER, OFFICERS AND AGENTS WITH RESPECT TO THE DATE HEREOF CONDITION OF THE PROPERTY, EITHER PATENT OR LATENT, ITS ABILITY OR INABILITY TO OBTAIN OR MAINTAIN BUILDING PERMITS, EITHER TEMPORARY OR FINAL CERTIFICATES OF OCCUPANCY OR OTHER LICENSES FOR THE USE OR OPERATION OF THE PROPERTY, THE ACTUAL OR POTENTIAL INCOME OR PROFITS TO BE DERIVED FROM THE PROPERTY, THE REAL ESTATE AND/OR PERSONAL PROPERTY TAXES OR ASSESSMENTS NOW OR HEREAFTER PAYABLE THEREON, THE COMPLIANCE WITH ANY LAND USE LAWS, RULES, REGULATIONS OR REQUIREMENTS, COMPLIANCE WITH ANY CODES OR REGULATIONS RELATED TO CONSTRUCTION OR CONDITION OF THE PROPERTY, ANY TENANT OR SECURITY DEPOSITS, TITLE TO THE PROPERTY OTHER THAN THE SPECIAL OR LIMITED WARRANTY OF TITLE CONTAINED IN THE DEED, CONSEQUENTIAL, SPECIAL AND FROM OR IN CONNECTION PUNITIVE DAMAGES AND ANY OTHER STATE OF FACTS WHICH EXIST WITH RESPECT TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYPROPERTY.

Appears in 7 contracts

Samples: Auction Real Estate Sales Agreement, Auction Real Estate Sales Agreement, Auction Real Estate Sales Agreement

Waiver and Release. TO INDUCE THE LENDER ROS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR UNILIFE REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERROS, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER UNILIFE EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Unilife Corp), Royalty Agreement (Unilife Corp), Royalty Agreement (Unilife Corp)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR (BY ITS EXECUTION BELOW) REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) HEREBY WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; OF ITS EXECUTION OF THIS AMENDMENT AND (b) HEREBY RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER ANY OBLIGOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Appears in 6 contracts

Samples: Loan and Security Agreement (Lapolla Industries Inc), Loan and Security Agreement (Lapolla Industries Inc), Loan and Security Agreement (Lapolla Industries Inc)

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHE RELEASING PARTIES: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Appears in 6 contracts

Samples: Credit Agreement (MDxHealth SA), Credit Agreement (MDxHealth SA), Credit Agreement (Verrica Pharmaceuticals Inc.)

Waiver and Release. TO INDUCE THE LENDER PURCHASERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR NOTE PARTY REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN NOTE DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERPURCHASERS, ITS THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER ISSUER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN NOTE DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Cipher Pharmaceuticals Inc), Securities Purchase Agreement (Cipher Pharmaceuticals Inc), Securities Purchase Agreement (Cipher Pharmaceuticals Inc)

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE "RELEASED PARTIES”) "), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PUPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 4 contracts

Samples: Credit Agreement (Xtant Medical Holdings, Inc.), Credit Agreement (Xtant Medical Holdings, Inc.), Credit Agreement (Xtant Medical Holdings, Inc.)

Waiver and Release. TO INDUCE THE LENDER AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS LOAN PARTY AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDERAGENT, ITS AFFILIATES AND ITS EACH LENDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Appears in 4 contracts

Samples: Credit Agreement (Baudax Bio, Inc.), Credit Agreement (Baudax Bio, Inc.), Credit Agreement (Baudax Bio, Inc.)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS IN CONSIDERATION OF LENDER’S EXECUTION AND DELIVERY OF THIS FOURTH AMENDMENT, BORROWER HEREBY INDIVIDUALLY AND COLLECTIVELY, WAIVES, RELEASES AND FOREVER DISCHARGES LENDER, ITS PREDECESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, ATTORNEYS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, AND EACH CREDIT OBLIGOR REPRESENTS OF THEM, OF AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES FROM ANY AND ALL SUCH CLAIMS, OFFSETSDEMANDS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER SET-OFFS, DEFENSES, DEBTS, OBLIGATIONS, COSTS, EXPENSES, ACTIONS, CAUSES OF ACTION AND DAMAGES OF EVERY KIND, NATURE AND DESCRIPTION WHATSOEVER, KNOWN OR UNKNOWN, FORESEEABLE OR UNFORESEEABLE, LIQUIDATED OR UNLIQUIDATED, AND INSURED OR UNINSURED, WHICH BORROWER HERETOFORE, NOW AND FROM TIME TO TIME HEREAFTER OWN, HOLD OR HAVE BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER, ARISING PRIOR TO ON OR BEFORE THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDEROF THIS FOURTH AMENDMENT FROM, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS RELATING TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS DOCUMENTS, THE INDEBTEDNESS OR THE TRANSACTIONS CONTEMPLATED THEREBYTHIS FOURTH AMENDMENT.

Appears in 3 contracts

Samples: Loan and Security Agreement (United American Healthcare Corp), Loan and Security Agreement (United American Healthcare Corp), Loan and Security Agreement (United American Healthcare Corp)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Appears in 3 contracts

Samples: Credit Agreement, Credit Agreement (GC Aesthetics PLC), Credit Agreement

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE "RELEASED PARTIES”) "), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 2 contracts

Samples: Credit Agreement (Xtant Medical Holdings, Inc.), Credit Agreement (Xtant Medical Holdings, Inc.)

Waiver and Release. TO INDUCE IN CONSIDERATION OF THE LENDER TO AGREE TO WAIVER HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE TERMS RECEIPT AND SUFFICIENCY OF THIS AMENDMENTWHICH IS HEREBY ACKNOWLEDGED, EACH CREDIT OBLIGOR REPRESENTS LOAN PARTY HEREBY WAIVES, REMISES, RELEASES, AND WARRANTS THAT AS OF FOREVER DISCHARGES EACH LENDER, ISSUING BANK, AND THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS ADMINISTRATIVE AGENT, THEIR RESPECTIVE PREDECESSORS AND ITS SUCCESSORS, ASSIGNS, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, ACCOUNTANTS, ATTORNEYS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND SERVANTS (COLLECTIVELY, THE “RELEASED PARTIES”) OF, FROM AND AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETSACTIONS, RIGHTS CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMSSUITS, PROCEEDINGS, CONTRACTS, JUDGMENTS, DAMAGES, ACCOUNTS, RECKONINGS, EXECUTIONS, AND LIABILITIES WHATSOEVER OF EVERY NAME AND NATURE, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES WHETHER OR NOT WELL FOUNDED IN FACT OR IN LAW, AND DISCHARGES THE LENDERWHETHER IN LAW, ITS AFFILIATES AND ITS AND THEIR OFFICERSAT EQUITY, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITYOTHERWISE, WHICH THE BORROWER UNDERSIGNED EVER HADHAD OR NOW HAS FOR OR BY REASON OF ANY MATTER, NOW HASCAUSE, CLAIMS OR ANYTHING WHATSOEVER TO HAVE THIS DATE RELATING TO OR MAY HAVE AGAINST ARISING OUT OF THE LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION ANY ACTUAL OR ALLEGED ACT OR OMISSION OF ANY OF THE RELEASED PARTY ARISING PRIOR PARTIES WITH RESPECT TO THE DATE HEREOF AND FROM LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION ANY ACTUAL OR ALLEGED ACT OR OMISSION OF ANY OF THE RELEASED PARTIES WITH RESPECT TO THE LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, OR ANY LIENS OR COLLATERAL IN CONNECTION WITH THEREWITH, OR THE ENFORCEMENT OF ANY OF SUCH LENDER’S OR ISSUING BANK’S OR THE ADMINISTRATIVE AGENT’S RIGHTS OR REMEDIES THEREUNDER. THE TERMS OF THIS WAIVER AND RELEASE SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, THE LOANS, OR THE LOAN DOCUMENTS OR AND SHALL REMAIN IN FULL FORCE AND EFFECT AFTER THE TRANSACTIONS CONTEMPLATED THEREBYTERMINATION THEREOF.

Appears in 2 contracts

Samples: Limited Waiver (Sundance Energy Inc.), Limited Waiver (Sundance Energy Inc.)

Waiver and Release. TO INDUCE IN CONSIDERATION OF THE LENDER TO AGREE TO WAIVER HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE TERMS RECEIPT AND SUFFICIENCY OF THIS AMENDMENTWHICH IS HEREBY ACKNOWLEDGED, EACH CREDIT OBLIGOR REPRESENTS LOAN PARTY HEREBY WAIVES, REMISES, RELEASES, AND WARRANTS THAT AS OF FOREVER DISCHARGES EACH LENDER, SECURED PARTY, AND THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS ADMINISTRATIVE AGENT, THEIR RESPECTIVE PREDECESSORS AND ITS SUCCESSORS, ASSIGNS, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, ACCOUNTANTS, ATTORNEYS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND SERVANTS (COLLECTIVELY, THE “RELEASED PARTIES”) OF, FROM AND AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETSACTIONS, RIGHTS CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMSSUITS, PROCEEDINGS, CONTRACTS, JUDGMENTS, DAMAGES, ACCOUNTS, RECKONINGS, EXECUTIONS, AND LIABILITIES WHATSOEVER OF EVERY NAME AND NATURE, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES WHETHER OR NOT WELL FOUNDED IN FACT OR IN LAW, AND DISCHARGES THE LENDERWHETHER IN LAW, ITS AFFILIATES AND ITS AND THEIR OFFICERSAT EQUITY, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITYOTHERWISE, WHICH THE BORROWER UNDERSIGNED EVER HADHAD OR NOW HAS FOR OR BY REASON OF ANY MATTER, NOW HASCAUSE, CLAIMS OR ANYTHING WHATSOEVER TO HAVE THIS DATE RELATING TO OR MAY HAVE AGAINST ARISING OUT OF THE LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION ANY ACTUAL OR ALLEGED ACT OR OMISSION OF ANY OF THE RELEASED PARTY ARISING PRIOR PARTIES WITH RESPECT TO THE DATE HEREOF AND FROM LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, OR ANY LIENS OR COLLATERAL IN CONNECTION WITH THEREWITH, OR THE ENFORCEMENT OF ANY OF SUCH LENDER’S OR SECURED PARTY’S OR THE ADMINISTRATIVE AGENT’S RIGHTS OR REMEDIES THEREUNDER. THE TERMS OF THIS WAIVER AND RELEASE SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, THE LOANS, OR THE LOAN DOCUMENTS OR AND SHALL REMAIN IN FULL FORCE AND EFFECT AFTER THE TRANSACTIONS CONTEMPLATED THEREBYTERMINATION THEREOF.

Appears in 2 contracts

Samples: Limited Waiver (Sundance Energy Inc.), Limited Waiver (Sundance Energy Inc.)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS IN CONSIDERATION OF THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR OFFSETS, DEFENSES OR COUNTERCLAIMS TO AGAINST OR IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AGREEMENT OR THE OTHER AGREEMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY EACH BORROWER HEREBY RELEASES AND DISCHARGES AGENT, THE LENDERS AND THEIR RESPECTIVE AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, OF AND FROM ALL SUCH CLAIMS, OFFSETSACTIONS, RIGHTS CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMSDAMAGES, WHETHER COSTS, EXPENSES AND LIABILITIES, KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERFIXED, ITS AFFILIATES AND ITS AND THEIR OFFICERSCONTINGENT OR CONDITIONAL, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN AT LAW OR IN EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS AGREEMENT AND THE OTHER AGREEMENTS OR ANY TRANSACTIONS OR ACTS IN CONNECTION THEREWITH, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE TRANSACTIONS CONTEMPLATED THEREBYDATE OF THIS AGREEMENT, WHICH ANY SUCH BORROWER MAY HAVE AGAINST ANY SUCH PERSON, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES OR LIABILITIES ARE BASED ON CONTRACT, TORT OR OTHERWISE.

Appears in 2 contracts

Samples: Loan and Security Agreement (Poindexter J B & Co Inc), Loan and Security Agreement (Poindexter J B & Co Inc)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Appears in 2 contracts

Samples: Credit Agreement (Bacterin International Holdings, Inc.), Credit Agreement (Bacterin International Holdings, Inc.)

Waiver and Release. TO INDUCE THE LENDER LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTORS (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDERLENDERS AND THE AGENT, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE RELEASING PARTIES AND THE RELEASED PARTIES HEREBY AGREE THAT THE RELEASE CONTAINED HEREIN DOES NOT INCLUDE A RELEASE OF ANY CLAIM OR OBLIGATION AGAINST THE RELEASED PARTIES ARISING AFTER THE DATE HEREOF UNDER THE TERMS OF THE LOAN DOCUMENTS WHICH CLAIM OR OBLIGATION DOES NOT ARISE, DIRECTLY OR INDIRECTLY, OUT OF AND IS IN NO WAY BASED UPON MATTERS, THINGS, ACTS, CONDUCT AND/OR OMISSIONS OCCURRING PRIOR TO THE DATE HEREOF. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 2 contracts

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

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, HOLDINGS AND THE BORROWER EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Appears in 2 contracts

Samples: Credit Agreement (Bacterin International Holdings, Inc.), Credit Agreement (Bacterin International Holdings, Inc.)

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER, THE ADDITIONAL DELAYED DRAW BORROWER AND WARRANTS THE GUARANTORS AND THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Xtant Medical Holdings, Inc.)

Waiver and Release. TO INDUCE THE LENDER TO AGREE LANDLORD AND TENANT RELEASE EACH OTHER AND THEIR RESPECTIVE EMPLOYEES, AND AGENTS FROM ALL CLAIMS OR LIABILITIES FOR DAMAGE TO THE TERMS PREMISES OR THE PROPERTY, DAMAGE TO OR LOSS OF PERSONAL PROPERTY WITHIN THE BUILDINGS, AND LOSS OF BUSINESS OR REVENUES, THAT ARE COVERED BY THE RELEASING PARTY’S PROPERTY INSURANCE OR THAT WOULD HAVE BEEN COVERED BY THE REQUIRED INSURANCE IF THE PARTY FAILS TO MAINTAIN THE PROPERTY COVERAGES REQUIRED BY THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS LEASE. THE PARTY INCURRING THE DAMAGE OR LOSS WILL BE RESPONSIBLE FOR ANY DEDUCTIBLE OR SELF-INSURED RETENTION UNDER ITS PROPERTY INSURANCE. LANDLORD AND WARRANTS THAT AS TENANT WILL NOTIFY THE ISSUING PROPERTY INSURANCE COMPANIES OF THE DATE HEREOF THERE ARE NO CLAIMS RELEASE SET FORTH IN THIS PARAGRAPH AND WILL HAVE THE PROPERTY INSURANCE POLICIES ENDORSED, IF NECESSARY, TO PREVENT INVALIDATION OF COVERAGE. THE RELEASE IN THIS PARAGRAPH WILL APPLY EVEN IF THE DAMAGE OR OFFSETS AGAINST LOSS IS CAUSED IN WHOLE OR RIGHTS IN PART BY THE NEGLIGENCE OR STRICT LIABILITY OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSRELEASED PARTY, OFFSETSAND, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES FULLEST EXTENT BY LAW, GROSS NEGLIGENCE OF THE LENDERRELEASED PARTY, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR BUT WILL NOT APPLY TO THE DATE HEREOF AND FROM EXTENT THE DAMAGE OR IN CONNECTION WITH LOSS IS CAUSED BY THE LOAN DOCUMENTS OR WILLFUL MISCONDUCT OF THE TRANSACTIONS CONTEMPLATED THEREBYRELEASED PARTY.

Appears in 2 contracts

Samples: Hospital Facility Lease Agreement, Hospital Facility Lease Agreement

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, THE BORROWER AND HOLDINGS EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Appears in 2 contracts

Samples: Credit Agreement (Bacterin International Holdings, Inc.), Credit Agreement (Bacterin International Holdings, Inc.)

Waiver and Release. TO INDUCE THE LENDER AGENT AND THE MAJORITY LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES LENDER AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Appears in 2 contracts

Samples: Credit Agreement (Oyster Point Pharma, Inc.), Waiver and Amendment (Oyster Point Pharma, Inc.)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTEach of the Note Parties warrants and represents to Purchaser that its obligations under the Note Documents are not subject to any credits, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:charges, claims, or rights of offset or deduction of any kind or character whatsoever and, as a material part of the consideration for Purchaser entering into this Agreement, each agrees as follows (the “Release Provision”): (a) WAIVES EACH OF THE NOTE PARTIES HEREBY RELEASES AND FOREVER DISCHARGES PURCHASER AND ITS PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, MANAGERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, PARENT CORPORATIONS, SUBSIDIARIES, AND AFFILIATES (HEREINAFTER ALL OF THE ABOVE COLLECTIVELY REFERRED TO AS “RELEASED PARTIES”) JOINTLY AND SEVERALLY FROM ANY AND ALL SUCH CLAIMS, COUNTERCLAIMS, DEMANDS, DAMAGES, DEBTS, AGREEMENTS, COVENANTS, SUITS, CONTRACTS, OBLIGATIONS, LIABILITIES, ACCOUNTS, OFFSETS, RIGHTS RIGHTS, ACTIONS, AND CAUSES OF RECOUPMENTACTION OF ANY NATURE WHATSOEVER OCCURRING PRIOR TO THE DATE HEREOF, DEFENSES INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY, RE-CHARACTERIZATION, OR COUNTERCLAIMSEQUITABLE SUBORDINATION, WHETHER ARISING AT LAW OR IN EQUITY, PRESENTLY POSSESSED, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR WHETHER LIABILITY BE DIRECT OR INDIRECT, LIQUIDATED OR UNLIQUIDATED, PRESENTLY ACCRUED, WHETHER ABSOLUTE OR CONTINGENT, FORESEEN OR UNFORESEEN, AND WHETHER OR NOT HERETOFORE ASSERTED (“CLAIMS”), WHICH EACH OF THE NOTE PARTIES MAY HAVE OR CLAIM TO HAVE AGAINST ANY OF THE DATE HEREOF; ANDRELEASED PARTIES. (b) RELEASES AND DISCHARGES THE LENDEREach of the Note Parties agrees not to sue any of the Released Parties or in any way assist any other Person in suing any of the Released Parties with respect to any Claim released herein. The Release Provision may be pleaded as a full and complete defense to, ITS AFFILIATES AND ITS AND THEIR OFFICERSand may be used as the basis for an injunction against, DIRECTORSany action, EMPLOYEESsuit, AGENTSor other proceeding that may be instituted, SHAREHOLDERS AND ATTORNEYS prosecuted, or attempted in breach of the release contained herein. (COLLECTIVELY THE “RELEASED PARTIES”c) FROM ANY AND ALL OBLIGATIONSEach of the Note Parties acknowledges, INDEBTEDNESSwarrants, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYand represents that it has read and understands the Release Provision and has had the assistance of independent counsel of its own choice in considering the terms of the Release Provision.

Appears in 2 contracts

Samples: Forbearance and Amendment Agreement (9 Meters Biopharma, Inc.), Forbearance Agreement (9 Meters Biopharma, Inc.)

Waiver and Release. TO INDUCE THE LENDER HOLDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWERS AND WARRANTS THAT THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES HOLDER AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF ANY AND ALL CIVIL CODES, STATUTES AND DOCTRINES THAT PROVIDE THAT 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: Secured Bridge Loan Agreement (Timber Pharmaceuticals, Inc.), Secured Bridge Loan Agreement (Timber Pharmaceuticals, Inc.)

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Appears in 2 contracts

Samples: Credit Agreement (Xtant Medical Holdings, Inc.), Credit Agreement (Xtant Medical Holdings, Inc.)

Waiver and Release. TO INDUCE THE LENDER TO I HEREBY AGREE TO THE TERMS OF THIS AMENDMENTTHAT I, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS MY ASSIGNEES, HEIRS, GUARDIANS, AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY LEGAL REPRESENTATIVES, HEREBY RELEASE AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES FOREVER DISCHARGE SENIOR SERVICES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTSAGENTS OR CONTRACTORS AND THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE RELEASED PARTIESRELEASEES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIESLIABILITY, CLAIMS, RIGHTSDEMANDS, OBLIGATIONS, CAUSES OF ACTION ACTION, DAMAGES, PENALTIES, COSTS, EXPENSES, ATTORNEYS’ FEES, AND INDEMNITIES OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN BASED IN CONTRACT, TORT, STATUTE, OR UNKNOWN, SUSPECTED OTHER LEGAL OR UNSUSPECTED, IN LAW OR EQUITYEQUITABLE THEORY OF RECOVERY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE ARISE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR HEREAFTER ARISE IN CONNECTION WITH MY ACTIVITIES WITH SENIOR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY BODILY INJURY, PERSONAL INJURY, ILLNESS, DEATH, OR PROPERTY DAMAGE, WHETHER CAUSED BY THE LOAN DOCUMENTS NEGLIGENCE OF RELEASEES OR OTHERWISE, THAT MAY RESULT FROM MY VOLUNTEER ACTIVITIES WITH SENIOR SERVICES. THE TRANSACTIONS CONTEMPLATED THEREBYPARTIES AGREE THAT THIS SECTION 2 IS A MATERIAL CONSIDERATION FOR ENTERING INTO THIS AGREEMENT.

Appears in 2 contracts

Samples: Volunteer Agreement, Volunteer Agreement

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWERS, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 2 contracts

Samples: Credit Agreement (Xtant Medical Holdings, Inc.), Credit Agreement (Xtant Medical Holdings, Inc.)

Waiver and Release. TO INDUCE AS A MATERIAL INDUCEMENT FOR THE LENDER TO AGREE TO THE TERMS OF EXECUTE THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER DOES HEREBY RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO SUE, ACQUIT, SATISFY AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES FOREVER DISCHARGE THE LENDER, ITS OFFICERS, XXXECTORS EMPLOYEES, ATTORNEYS AND AGENTS AND ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) ASSIGNS FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DEMAND WHATSOEVER IN LAW OR EQUITY, IN EQUITY WHICH THE EACH BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF EACH BORROWER HEREAFTER CAN, SHALL OR MAY HAVE AGAINST THE LENDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, AND ITS AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF ANY RELEASED PARTY ARISING PRIOR TO MATTER, CAUSE OR THING WHATSOEVER, THROUGHOUT THE DATE HEREOF HEREOF. EACH BORROWER FURTHER EXPRESSLY COVENANTS WITH AND FROM WARRANTS UNTO THE LENDER AND ITS AFFILIATES AND ASSIGNS, THAT THERE EXIST NO CLAIMS, COUNTERCLAIMS, DEFENSES, OBJECTIONS, OFFSETS OR IN CONNECTION WITH CLAIMS OR OFFSET AGAINST THE LENDER OR THE OBLIGATION OF EACH BORROWER TO PAY THE LENDER ALL AMOUNTS OWNING UNDER THE NOTE, THE OVERADVANCE NOTE, THE LOAN AGREEMENT AND ALL ASSOCIATED LOAN DOCUMENTS OR AS AND WHEN THE TRANSACTIONS CONTEMPLATED THEREBYSAME BECOME DUE AND PAYABLE.

Appears in 2 contracts

Samples: Loan Agreement (Streicher Mobile Fueling Inc), Loan Agreement (Streicher Mobile Fueling Inc)

Waiver and Release. UPON THE CLOSING, SUBJECT TO INDUCE CLAIMS FOR INDEMNIFICATION PURSUANT TO ARTICLE XI (SURVIVAL; INDEMNIFICATION), THE LENDER COMPANY SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, ADVERSE ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY THE PC ENTITIES’ OR THE COMPANY’S INVESTIGATION, AND UPON THE CLOSING, THE COMPANY SHALL BE DEEMED TO AGREE TO THE TERMS OF THIS AMENDMENTHAVE WAIVED, EACH CREDIT OBLIGOR REPRESENTS RELINQUISHED AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS RELEASED PLUM CREEK AND PC MEMBER (AND THEIR RESPECTIVE AFFILIATES) FROM AND AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETSDEMANDS, RIGHTS CAUSES OF RECOUPMENTACTION (INCLUDING CAUSES OF ACTION IN TORT), DEFENSES LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR COUNTERCLAIMSCHARACTER, WHETHER KNOWN OR UNKNOWN, WHICH THE COMPANY MIGHT HAVE ASSERTED OR ALLEGED AGAINST ANY OF THEM AT ANY TIME BY REASON OF OR ARISING OUT OF PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE CONVEYED ASSETS, THE CONTRIBUTION LLC INTEREST, OR THE SALE LLC INTERESTS. THE COMPANY AGREES THAT, SUBJECT TO CLAIMS FOR INDEMNIFICATION PURSUANT TO ARTICLE XI BELOW, SHOULD ANY INVESTIGATION, CLEANUP, REMEDIATION, CORRECTING ACTION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ADVERSE ENVIRONMENTAL CONDITIONS ON THE TIMBERLANDS BE REQUIRED AFTER THE CLOSING, SUCH INVESTIGATION, CLEAN-UP, REMOVAL, CORRECTING ACTION OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF THE COMPANY, THE CONTRIBUTION LLC, OR THE SALE LLC. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, nothing herein shall be deemed to waive (i) Company’s right to file a counterclaim or crossclaim naming a PC Entity in defense of any suit filed by a Governmental Authority OR Other THIRD PARTY against the Company with respect to the environmental condition of any Timberlands EXISTING PRIOR TO THE DATE HEREOF; AND EFFECTIVE TIME or PRE-CLOSING noncompliance with Environmental Laws with respect thereto, or (bii) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYany claims against PC Entities with respect to the PC Entities’ access and/or use of the Timberlands following Closing.

Appears in 2 contracts

Samples: Contribution Agreement (Plum Creek Timber Co Inc), Limited Liability Company Agreement (Plum Creek Timber Co Inc)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTThe Obligors warrant and represent to the Lender that the loans evidenced by the Loan Documents are not subject to any credits, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:charges, claims, or rights of offset or deduction of any kind or character whatsoever and, as a material part of the consideration for the Lender entering into this Agreement, each Obligor agrees as follows (the “Release Provision”): (a) WAIVES EACH OBLIGOR HEREBY RELEASES AND FOREVER DISCHARGES THE LENDER AND EACH OF ITS PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, MANAGERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, PARENT CORPORATIONS, SUBSIDIARIES, AND AFFILIATES (HEREINAFTER ALL OF THE ABOVE COLLECTIVELY REFERRED TO AS “RELEASED PARTIES”) JOINTLY AND SEVERALLY FROM ANY AND ALL SUCH CLAIMS, COUNTERCLAIMS, DEMANDS, DAMAGES, DEBTS, AGREEMENTS, COVENANTS, SUITS, CONTRACTS, OBLIGATIONS, LIABILITIES, ACCOUNTS, OFFSETS, RIGHTS RIGHTS, ACTIONS, AND CAUSES OF RECOUPMENTACTION OF ANY NATURE WHATSOEVER OCCURRING PRIOR TO THE DATE HEREOF, DEFENSES INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY, WHETHER ARISING AT LAW OR COUNTERCLAIMSIN EQUITY, PRESENTLY POSSESSED, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR WHETHER LIABILITY BE DIRECT OR INDIRECT, LIQUIDATED OR UNLIQUIDATED, PRESENTLY ACCRUED, WHETHER ABSOLUTE OR CONTINGENT, FORESEEN OR UNFORESEEN, AND WHETHER OR NOT HERETOFORE ASSERTED (“CLAIMS”), WHICH BORROWER MAY HAVE OR CLAIM TO THE DATE HEREOF; ANDHAVE AGAINST ANY RELEASED PARTIES. (b) RELEASES AND DISCHARGES THE LENDEREach Obligor agrees not to xxx any Released Parties or in any way assist any other Person in suing any Released Parties with respect to any Claim released herein. The Release Provision may be pleaded as a full and complete defense to, ITS AFFILIATES AND ITS AND THEIR OFFICERSand may be used as the basis for an injunction against, DIRECTORSany action, EMPLOYEESsuit, AGENTSor other proceeding which may be instituted, SHAREHOLDERS AND ATTORNEYS prosecuted, or attempted in breach of the release contained herein. (COLLECTIVELY THE “RELEASED PARTIES”c) FROM ANY AND ALL OBLIGATIONSEach Obligor acknowledges, INDEBTEDNESSwarrants, LIABILITIESand represents to Released Parties that: (i) Each Obligor has read and understands the effect of the Release Provision. Each Obligor has had the assistance of independent counsel of its own choice, CLAIMSor has had the opportunity to retain such independent counsel, RIGHTSin reviewing, CAUSES OF ACTION OR DEMANDS WHATSOEVERdiscussing, WHETHER KNOWN OR UNKNOWNand considering all the terms of the Release Provision; and if counsel was retained, SUSPECTED OR UNSUSPECTEDcounsel for each Obligor has read and considered the Release Provision and advised each Obligor to execute the same. Before execution of this Agreement, IN LAW OR EQUITYeach Obligor has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) Each Obligor is not acting in reliance on any representation, WHICH THE BORROWER EVER HADunderstanding, NOW HASor agreement not expressly set forth herein. Each Obligor acknowledges that the Released Parties have not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) Each Obligor has executed this Agreement and the Release Provision thereof as its free and voluntary act, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYwithout any duress, coercion, or undue influence exerted by or on behalf of any Person. (iv) Each Obligor is the sole owner of the Claims released by the Release Provision, and each Obligor has not heretofore conveyed or assigned any interest in any such Claims to any other Person. (d) Each Obligor understands that the Release Provision was a material consideration in the agreement of the Lender to enter into this Agreement. (e) It is the express intent of the Borrower that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of the Released Parties so as to foreclose forever the assertion by each Obligor of any claims released hereby against Released Parties. (f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions shall remain in full force and effect.

Appears in 2 contracts

Samples: Forbearance Agreement (Lodging Fund REIT III, Inc.), Forbearance Agreement (Lodging Fund REIT III, Inc.)

Waiver and Release. AS ADDITIONAL CONSIDERATION TO THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT BY THE PARTIES HERETO AND TO INDUCE ADMINISTRATIVE AGENT, THE LENDER LENDERS, THE RESIGNING AGENT, NATIXIS AND BOFA TO AGREE TO THE TERMS OF ENTER INTO THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE LOAN PARTIES HEREBY WAIVES, REMISES, RELEASES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT, THE RESIGNING AGENT, LEAD ARRANGERS, ISSUING BANK, LENDER, NATIXIS AND BOFA AND ALL OF THE FOREGOING PERSONS’ RESPECTIVE RELATED PARTIES (COLLECTIVELY, THE “LENDER RELATED PARTIES” AND EACH A “LENDER RELATED PARTY”) OF, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION AND LIABILITIES WHATSOEVER OF EVERY NAME AND NATURE, WHETHER OR NOT WELL FOUNDED IN FACT OR IN LAW, AND WHETHER IN LAW, AT EQUITY, OR OTHERWISE, WHICH ANY LOAN PARTY EVER HAD OR NOW HAS FOR OR BY ANY REASON OR ANY MATTER, CAUSE OR ANYTHING WHATSOEVER UP TO AND INCLUDING THE DATE HEREOF THERE ARE NO CLAIMS OF THIS AMENDMENT RELATING TO OR OFFSETS AGAINST ARISING OUT OF THE LOANS, OR RIGHTS ANY OF RECOUPMENT THEM, OR ANY OF THE LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION ANY ACTUAL OR ALLEGED ACT OR OMISSION OF ANY LENDER RELATED PARTY WITH RESPECT TO THE LOANS, OR DEFENSES ANY OF THEM, OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER ANY OF THE LOAN DOCUMENTS AND DOCUMENTS, OR ANY LIENS OR COLLATERAL IN ACCORDANCE THEREWITH IT: (a) WAIVES CONNECTION THEREWITH, OR THE ENFORCEMENT OF ANY OF THE LENDER RELATED PARITIES’ RIGHTS OR REMEDIES THEREUNDER, EXCLUDING, HOWEVER, FOR ALL PURPOSES WITH RESPECT TO ANY LENDER RELATED PARTY, ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTSACTIONS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN LIABILITIES RESULTING FROM THE GROSS NEGLIGENCE OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYWILLFUL MISCONDUCT OF SUCH LENDER RELATED PARTY.

Appears in 1 contract

Samples: Credit Agreement (Sundance Energy Inc.)

Waiver and Release. AS A MATERIAL PART OF THE CONSIDERATION TO INDUCE SELLER FOR THE LENDER SALE OF THE HOTEL HEREUNDER, EXCEPT FOR A CLAIM MADE UNDER THIS SECTION 5 FOR MONETARY DAMAGES DUE TO AGREE A BREACH OF A REPRESENTATION OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER HEREBY WAIVES AND RELINQUISHES, AND RELEASES SELLER AND ALL OF SELLER’S PARTNERS AND AFFILIATES (COLLECTIVELY, “SELLER RELEASEES”) FROM, ANY AND ALL CLAIMS AND REMEDIES (INCLUDING, WITHOUT LIMITATION, ANY RIGHT OF RESCISSION) AGAINST SELLER RELEASEES OR ANY OF THEM BASED DIRECTLY OR INDIRECTLY ON (A) ANY PAST, PRESENT OR FUTURE CONDITION OF THE HOTEL, INCLUDING, WITHOUT LIMITATION, THE RELEASE OR PRESENCE OF ANY HAZARDOUS SUBSTANCES OR (B) ANY AND ALL STATEMENTS, REPRESENTATIONS WARRANTIES, REPORTS, OPINIONS OR OTHER INFORMATION, OR ANY MISREPRESENTATION OR FAILURE TO DISCLOSE TO BUYER ANY INFORMATION, REGARDING THE TERMS HOTEL (INCLUDING, WITHOUT LIMITATION, ANY DEFECTIVE, HAZARDOUS OR UNLAWFUL CONDITION WHICH SELLER SHOULD BE AWARE, WHETHER OR NOT SUCH CONDITION REASONABLY COULD HAVE BEEN DISCOVERED BY BUYER THROUGH AN INSPECTION OF THE HOTEL OR THE PROPERTY RECORDS), OTHER THAN SUCH A MISREPRESENTATION CONSTITUTING WILLFUL FRAUD, GROSS NEGLIGENCE AND/OR BAD FAITH. BUYER UNDERSTANDS THAT SUCH WAIVER AND RELEASE INCLUDES STATUTORY AS WELL AS “COMMON LAW” AND EQUITABLE RIGHTS AND REMEDIES AND THAT IT COVERS POTENTIAL CLAIMS OF WHICH BUYER MAY BE CURRENTLY UNAWARE OR UNABLE TO DISCOVER. BUYER ACKNOWLEDGES THAT THE FOREGOING WAIVER AND RELEASE IS OF MATERIAL CONSIDERATION TO SELLER IN ENTERING INTO THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS THAT BUYER’S COUNSEL HAS ADVISED BUYER OF THE POSSIBLE LEGAL CONSEQUENCES OF MAKING SUCH WAIVER AND WARRANTS RELEASE AND THAT BUYER HAS TAKEN INTO ACCOUNT, IN AGREEING TO PURCHASE THE HOTEL AT THE PURCHASE PRICE SPECIFIED HEREIN, SELLER’S DISCLAIMER OF ANY WARRANTIES AND REPRESENTATIONS REGARDING THE HOTEL OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN. NOTWITHSTANDING THE FOREGOING PROVISIONS, IN NO WAY SHALL THIS SECTION 5.3 RELEASE THE SELLER FROM ANY OF ITS INDEMNIFICATION OR OTHER OBLIGATIONS EXPLICITLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT OR INSTRUMENT ENTERED INTO OR DELIVERED IN CONNECTION HEREWITH. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT (i) BUYER MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW (OR AS OF THE DATE HEREOF THERE ARE NO CLAIMS CLOSING) KNOWN OR OFFSETS AGAINST BELIEVED TO BE TRUE REGARDING THE PROPERTY AND/OR RIGHTS PROPERTY INFORMATION, (ii) BUYER’S AGREEMENT TO RELEASE, ACQUIT AND DISCHARGE SELLER AND SELLER RELEASEES AS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT, NOTWITHSTANDING THE EXISTENCE OR DISCOVERY OF RECOUPMENT WITH RESPECT TO ANY SUCH DIFFERENT OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS ADDITIONAL FACTS, AND IN ACCORDANCE THEREWITH IT: (aiii) BUYER KNOWINGLY AND VOLUNTARILY WAIVES ANY AND ALL SUCH CLAIMSRIGHTS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR BENEFITS AND PRIVILEGES TO THE DATE HEREOF; AND (b) FULLEST EXTENT PERMISSIBLE UNDER ANY FEDERAL, STATE, LOCAL, OR OTHER LAWS WHICH DO OR WOULD NEGATIVELY AFFECT VALIDITY OR ENFORCEABILITY OF ALL OR PART OF THE RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, SET FORTH IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYTHIS AGREEMENT.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Apple REIT Seven, Inc.)

Waiver and Release. EACH OF THE BORROWERS (IN ITS OWN RIGHT AND ON BEHALF OF ITS OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS) AND EACH OF THE GUARANTORS HEREBY EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT IT HAS NO SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, CAUSES OF ACTION, ACTIONS OR DAMAGES OF ANY CHARACTER OR NATURE ARISING OUT OF OR FROM OR RELATED TO INDUCE THE CREDIT AGREEMENT, THE FINANCING ORDER, OR ANY OF THE OTHER LOAN DOCUMENTS, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT OR INDIRECT, AGAINST THE LENDER, ANY OF ITS AFFILIATES OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS OR REPRESENTATIVES (COLLECTIVELY, THE “LENDER-RELATED PARTIES”) OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE DIP OBLIGATIONS OR ANY LIENS OR SECURITY INTERESTS OF THE LENDER. IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF THE LENDER TO AGREE TO THE TERMS OF ENTER INTO THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT BORROWERS AND THE GUARANTORS HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND FOREVER DISCHARGES THE LENDER-RELATED PARTIES FROM, AND COVENANTS NOT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER SUE THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES LENDER-RELATED PARTIES FOR, ANY AND ALL SUCH SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, CLAIMS, OFFSETSCAUSES OF ACTION, RIGHTS ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS AND EXPENSES OF RECOUPMENTEVERY NATURE AND CHARACTER ARISING OUT OF OR FROM OR RELATED TO THE CREDIT AGREEMENT, DEFENSES THE FINANCING ORDER, OR COUNTERCLAIMSANY OF THE OTHER LOAN DOCUMENTS, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ARISING PRIOR ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT OR INDIRECT WHICH ANY OF THE BORROWERS OR GUARANTORS NOW OWNS AND HOLDS, OR HAS AT ANY TIME HERETOFORE OWNED OR HELD, SUCH WAIVER, RELEASE, DISCHARGE AND COVENANT BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, RELEASE, DISCHARGE AND COVENANT AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO. THIS SECTION 7 IS IN ADDITION TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES ANY OTHER RELEASE OF ANY OF THE LENDER-RELATED PARTIES BY THE BORROWERS OR GUARANTORS AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY COVENANT NOT TO SUE OR WAIVER BY THE “RELEASED BORROWERS OR GUARANTORS IN FAVOR OF ANY OF THE LENDER-RELATED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Appears in 1 contract

Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement

Waiver and Release. TO INDUCE THE AGENT AND THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS LOAN PARTY AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDERAGENT, ITS AFFILIATES AND ITS THE LENDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) XXXXXXXX AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Appears in 1 contract

Samples: Forbearance Agreement and Credit Agreement (Baudax Bio, Inc.)

Waiver and Release. TO INDUCE THE LENDER LENDER, TO AGREE TO THE TERMS OF THIS AMENDMENTWAIVER, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTOR (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE RELEASING PARTIES AND THE RELEASED PARTIES HEREBY AGREE THAT THE RELEASE CONTAINED HEREIN DOES NOT INCLUDE A RELEASE OF ANY CLAIM OR OBLIGATION AGAINST THE RELEASED PARTIES ARISING AFTER THE DATE HEREOF UNDER THE TERMS OF THE LOAN DOCUMENTS WHICH CLAIM OR OBLIGATION DOES NOT ARISE, DIRECTLY OR INDIRECTLY, OUT OF AND IS IN NO WAY BASED UPON MATTERS, THINGS, ACTS, CONDUCT, AND/OR OMISSIONS OCCURRING PRIOR TO THE DATE HEREOF. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 1 contract

Samples: Waiver (TransMedics Group, Inc.)

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS LOAN PARTY AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES X. XXXXX ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES B. FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE ADMINISTRATIVE AGENT, EACH LENDER, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. C. IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. X. XXXXXXXX AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. E. REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. X. ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 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 his or her settlement with the debtor or released party.

Appears in 1 contract

Samples: Termination Agreement (Acer Therapeutics Inc.)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTAMENDMENT AND WAIVER, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTORS (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE "RELEASED PARTIES”) "), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 1 contract

Samples: Credit Agreement (Natera, Inc.)

Waiver and Release. TO INDUCE EXCEPT AS STATED IN THIS AGREEMENT OR ANY DOCUMENT EXECUTED AND DELIVERED BY SELLER AT CLOSING, NEITHER SELLER NOR ANYONE ACTING FOR OR ON BEHALF OF SELLER HAS MADE ANY REPRESENTATION, STATEMENT, WARRANTY OR PROMISE, EITHER WRITTEN OR ORAL, CONCERNING THE LENDER TO AGREE TO PROPERTY OR THE TERMS FEASIBILITY, DESIRABILITY OR ADAPTABILITY THEREOF FOR ANY PARTICULAR PURPOSE, OR THE AVAILABILITY OF WATER AND SEWER TAPS. ALL MATTERS OTHER THAN THOSE SPECIFICALLY ADDRESSED IN THIS AMENDMENTAGREEMENT HAVE BEEN OR SHALL BE INDEPENDENTLY VERIFIED BY PURCHASER, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT EXCEPT AS OTHERWISE PROVIDED HEREIN, PURCHASER IS PURCHASING THE PROPERTY BASED ON ITS OWN EXAMINATION AND INSPECTION IN ITS “AS IS” PHYSICAL CONDITION AND STATE OF THE DATE HEREOF THERE ARE NO CLAIMS REPAIR. PURCHASER HEREBY WAIVES AND SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY TYPE OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT KIND WHATSOEVER WITH RESPECT TO THE PROPERTY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR DEFENSES IN THE DEED OR COUNTERCLAIMS TO ANY DOCUMENT EXECUTED AND DELIVERED AT CLOSING. PURCHASER EXPRESSLY WAIVES ANY RIGHT OF RESCISSION AND ALL CLAIMS FOR DAMAGES BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, PROMISE, OR AGREEMENT, IF ANY, UNLESS CONTAINED IN THIS AGREEMENT OR ANY EXHIBIT HERETO OR ELSEWHERE IN A WRITTEN DOCUMENT EXECUTED BY SELLER. EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS AGREEMENT OR ANY DOCUMENTED EXECUTED AND DELIVERED BY SELLER AT CLOSING, PURCHASER, FOR ITSELF AND ITS OBLIGATIONS HEIRS, SUCCESSORS, AND ASSIGNS AND ANYONE ELSE CLAIMING BY, THROUGH, OR UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: PURCHASER, HEREBY EXPRESSLY: (ai) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS CLAIMS AND/OR CAUSES OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR ACTION WITH RESPECT TO THE DATE HEREOFPROPERTY IN ANY WAY, INCLUDING, WITHOUT LIMITATION, ANY VIOLATIONS OF ANY ENVIRONMENTAL LAWS AND/OR ENVIRONMENTAL CONTAMINATION; AND AND (bii) FOREVER RELEASES SELLER AND DISCHARGES THE LENDERSELLER’S AFFILIATES, ITS AFFILIATES AND ITS AND ANY OF THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND TENANTS, CONTRACTORS, CONSULTANTS, OR ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, LIABILITY BASED IN WHOLE OR IN PART UPON ANY SUCH CLAIMS OR CAUSES OF ACTION OR DEMANDS WHATSOEVERWITH RESPECT TO THE PROPERTY, WHETHER KNOWN LATENT OR UNKNOWNPATENT, SUSPECTED INCLUDING, WITHOUT LIMITATION, VIOLATIONS OF ANY ENVIRONMENTAL LAWS AND/OR UNSUSPECTEDENVIRONMENTAL CONTAMINATION, DIRECTLY OR INDIRECTLY, WHETHER FORESEEABLE OR UNFORSEEABLE, WHETHER ARISING IN LAW TORT OR EQUITYCONTRACT, WHICH INCLUDING ANY ALLEGED FAILURE BY SELLER TO SATISFY A DUTY TO DISCLOSE INFORMATION TO PURCHASER CONCERNING THE BORROWER EVER HADPROPERTY OR THE PRESENCE OF ANY PATENT OR LATENT DEFECTS OR DEFICIENCIES. NOTWITHSTANDING THE INENT OF THE PARTIES HERETO THAT THE AFOREMENTIONED WAIVER AND RELEASE PROVISIONS CONTAINED ABOVE BAR ALL CLAIMS AND CAUSES OF ACTION BY PURCHASER AND PURCHASER’S HEIRS, NOW HASSUCCESSORS, CLAIMS TO HAVE AND ASSIGNS AND ANYONE CLAIMING BY, THROUGH, OR MAY HAVE AGAINST UNDER PURCDHASER, SHOULD A COURT OF COMPETENT JURISDICTION DEEM OTHERWISE, PURCHASER HEREBY AGREES THAT THE PRESENCE OF THESE WAIVER AND RELEASE PROVISIONS ABOVE SHOULD SERVE AS THE OVERWHELMING, PRIMARY FACTOR IN ANY RELEASED PARTY ARISING PRIOR EQUITABLE APPORTIONMENT OF RESPONSE COSTS UNDER APPLICABLE FEDERAL, STATE, OR LOCAL LAWS, ORDINANCES, OR REGULATIONS. THE PROVISIONS OF THIS SECTION 9 SHALL SURVIVE THE CLOSING AND DELIVERY OF THE DEED TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYPURCHASER.

Appears in 1 contract

Samples: Purchase Agreement (Aei Income & Growth Fund Xxii LTD Partnership)

Waiver and Release. TO INDUCE OF ALL CLAIMS AND DEFENSES. THE LENDER TO AGREE TO THE TERMS BORROWERS, FOR THEMSELVES AND THEIR RESPECTIVE AFFILIATES, SUCCESSORS, ASSIGNS, SHAREHOLDERS, OFFICERS AND DIRECTORS, HEREBY FOREVER WAIVE, RELINQUISH, DISCHARGE AND RELEASE ALL DEFENSES AND CLAIMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS EVERY KIND OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMSNATURE, WHETHER KNOWN EXISTING BY VIRTUE OF STATE, FEDERAL, OR UNKNOWNLOCAL LAW, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE BY AGREEMENT OR OTHERWISE, AGAINST LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERSSUCCESSORS, ASSIGNS, DIRECTORS, EMPLOYEESOFFICERS, SHAREHOLDERS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVERATTORNEYS, WHETHER KNOWN PREVIOUSLY OR UNKNOWNNOW EXISTING OR ARISING OUT OF OR RELATED TO ANY TRANSACTION OR DEALINGS AMONG THE PARTIES, SUSPECTED INCLUDING BUT NOT LIMITED TO THE NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT, THE CREDIT DOCUMENTS OR UNSUSPECTED, IN LAW ANY PRIOR AMENEMENT OR EQUITYRESTATEMENT, WHICH THE ANY BORROWER EVER HAD, NOW HAS, CLAIMS TO MAY HAVE OR MAY HAVE AGAINST MADE AT ANY RELEASED PARTY ARISING PRIOR TO TIME UP THROUGH AND INCLUDING THE DATE HEREOF AND FROM OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY AFFIRMATIVE DEFENSES, COUNTERCLAIMS, SETOFFS, DEDUCTIONS OR RECOUPMENTS. NOTHING CONTAINED IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYTHIS AGREEMENT PREVENTS ENFORCEMENT OF THIS RELEASE.

Appears in 1 contract

Samples: Forbearance Agreement (Goodman Conveyor Co)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR (BY ITS EXECUTION BELOW) REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) HEREBY WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOFOF ITS EXECUTION OF THIS AMENDMENT; AND 1.1.2 (b) HEREBY RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE "RELEASED PARTIES”) "), FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER ANY OBLIGOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Appears in 1 contract

Samples: Loan and Security Agreement (Lapolla Industries Inc)

Waiver and Release. TO INDUCE THE LENDER AND THE AGENT TO AGREE TO THE TERMS OF THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS XXXXXXXX AND WARRANTS THE GUARANTORS (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES 7.1 WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND; (b) RELEASES 7.2 FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES LENDER AND ITS THE AGENT AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO MATTERS, THINGS, ACTS, CONDUCT AND/OR OMISSIONS AT ANY TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS TO HAVE AGAINST THE RELEASED PARTIES ARISING UNDER OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR RELATED TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS DOCUMENTS, TRANSACTIONS OR THE TRANSACTIONS CONTEMPLATED THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE RELEASING PARTIES AND THE RELEASED PARTIES HEREBY AGREE THAT THE RELEASE CONTAINED HEREIN DOES NOT INCLUDE A RELEASE OF ANY CLAIM OR OBLIGATION AGAINST THE RELEASED PARTIES ARISING FROM AND AFTER THE DATE HEREOF UNDER THE TERMS OF THIS AGREEMENT AND ANY OTHER LOAN DOCUMENTS WHICH CLAIM OR OBLIGATION DOES NOT ARISE, DIRECTLY OR INDIRECTLY, OUT OF AND IS IN NO WAY BASED UPON MATTERS, THINGS, ACTS, CONDUCT AND/OR OMISSIONS OCCURRING PRIOR TO THE DATE HEREOF; 7.3 IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO; 7.4 COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING; AND 7.5 REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 1 contract

Samples: Forbearance Agreement (Baudax Bio, Inc.)

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES ADMINISTRATIVE AGENT AND ITS EACH LENDER AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN, SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Appears in 1 contract

Samples: Credit Agreement (Valneva SE)

Waiver and Release. TO INDUCE In exchange for the use of the property and the opportunity to participate in or attend the Activities, as described above, I HEREBY VOLUNTARILY RELEASE, WAIVE, AND FOREVER GIVE UP ALL MY RIGHTS, CLAIMS AND CAUSES OF ACTION, WHETHER NOW EXISTING OR ARISING IN THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTFUTURE, EACH CREDIT OBLIGOR REPRESENTS THAT I MAY HAVE AGAINST SABINE ATV PARK AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS NIVEL , THEIR RESPECTIVE PARENT, SUBSIDIARY AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AFFILIATED COMPANIES AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESMEMBERS, AGENTSOWNERS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS AGENTS THAT ARISE OUT OF OR ARE IN ANY WAY RELATED TO DISEASE, PROPERTY DAMAGE AND/OR BODILY INJURIES (COLLECTIVELY INCLUDING A SUBSEQUENT OR RESULTING DEATH), HEREINAFTER REFERRED TO AS THE “RELEASED PARTIES”) FROM ANY CLAIMS,” SUSTAINED IN THE COURSE AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES SCOPE OF ACTION MY PARTICIPATION IN OR DEMANDS WHATSOEVERATTENDANCE AT ACTIVITIES ON THE PROPERTY OF SABINE ATV PARK, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, NOT SAID CLAIMS ARISE IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM WHOLE OR IN CONNECTION WITH PART FROM THE LOAN DOCUMENTS NEGLIGENCE OF SABINE ATV PARK OR NIVEL. I EXPRESSLY UNDERSTAND THAT INCLUDED IN THE TRANSACTIONS CONTEMPLATED THEREBYCLAIMS THAT I AM RELEASING, WAIVING AND GIVING UP ARE CLAIMS BASED ON NEGLIGENT OR GROSSLY NEGLIGENT ACTS OR OMISSIONS.

Appears in 1 contract

Samples: Assumption of Risk, Release of Liability and Indemnity Agreement

Waiver and Release. AS A MATERIAL INDUCEMENT FOR MORTGAGEE TO INDUCE EXECUTE THIS AGREEMENT, AND TO MAKE THE LENDER FUTURE ADVANCE, MORTGAGOR DOES HEREBY RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO AGREE TO THE TERMS OF THIS AMENDMENTSUE, EACH CREDIT OBLIGOR REPRESENTS ACQUIT, SATISFY AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS FOREVER DISCHARGE MORTGAGEE, ITS OFFICERS, XXRECTORS, EMPLOYEES, ATTORNEYS, AGENTS AND ITS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS THEIR AFFILIATES AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ASSIGNS FROM ANY AND ALL SUCH LIABILITY, CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN DEFENSES, ACTIONS, CAUSES OF ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMANDS WHATSOEVER IN LAW OR UNKNOWNIN EQUITY WHICH THE MORTGAGOR EVER HAD, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERNOW HAS, OR WHICH ANY SUCCESSOR OR ASSIGN OF MORTGAGOR HEREAFTER CAN, SHALL OR MAY HAVE AGAINST MORTGAGEE, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY ITS OR THEIR AFFILIATES AND ASSIGNS WITH REGARD TO THE “RELEASED PARTIES”) FROM ORIGINAL MORTGAGE AND THE INDEBTEDNESS SECURED THEREBY, FOR, UPON OR BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER, AS TO CLAIMS EXISTING AS OF THIS DATE, INCLUDING, WITHOUT LIMITATION, THE INDEBTEDNESS OF THE 7MM NOTE AND THE ORIGINAL LOAN DOCUMENTS. MORTGAGOR FURTHER EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE FOREGOING RELEASE AND WAIVER IS INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED BY THE LAWS OF THE STATE OF FLORIDA. IN ADDITION TO, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND IN CONSIDERATION OF MORTGAGEE'S AGREEMENT TO MAKE THE FUTURE ADVANCE AND TO EXECUTE THIS AGREEMENT, MORTGAGOR COVENANTS WITH AND WARRANTS UNTO MORTGAGEE, ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS AND ITS OR THEIR AFFILIATES AND ASSIGNS THAT THROUGH THE DATE OF THE EXECUTION OF THIS AGREEMENT, THERE EXIST NO CLAIMS, COUNTERCLAIMS, DEFENSES, OBJECTIONS, OFFSETS OR CLAIMS OF OFFSETS AGAINST MORTGAGEE OR THE OBLIGATION OF MORTGAGOR TO PAY THE INDEBTEDNESS DUE UNDER THE 7MM NOTE, THE 250M NOTE OR UNDER THE ORIGINAL LOAN DOCUMENTS TO MORTGAGEE WHEN AND AS THE SAME BECOMES DUE AND PAYABLE AND MORTGAGOR HEREBY EXPRESSLY WAIVES AND RELEASES ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTSCOUNTERCLAIMS, CAUSES DEFENSES, OBJECTIONS, OFFSETS OR CLAIMS OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE OFFSETS AGAINST MORTGAGEE ARISING AT ANY RELEASED PARTY ARISING PRIOR TO TIME THROUGH THE DATE HEREOF WITH REGARD TO SUCH INDEBTEDNESS OR ANY PART THEREOF. WAIVER OF JURY TRIAL. MORTGAGOR AND FROM MORTGAGEE HEREBY MUTUALLY KNOWINGLY, WILLINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO TRIAL BY JURY AND NO PARTY NOR ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL REPRESENTATIVE OF THE PARTIES (ALL OF WHOM ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE "PARTIES") SHALL SEEK A JURY TRIAL IN CONNECTION WITH ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEEDING BASED UPON OR ARISING OUT OF THIS MORTGAGE OR THE LOAN DOCUMENTS OR ANY INSTRUMENT EVIDENCING, SECURING OR RELATING TO THE TRANSACTIONS CONTEMPLATED THEREBYINDEBTEDNESS OR OTHER OBLIGATIONS SECURED HEREBY OR ANY RELATED AGREEMENT OR INSTRUMENT, ANY OTHER COLLATERAL FOR THE INDEBTEDNESS SECURED HEREBY OR ANY COURSE OF ACTION, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS RELATING TO THE LOAN EVIDENCED BY THE 7MM NOTE, THE 250M NOTE OR TO THE ORIGINAL MORTGAGE AS MODIFIED BY THIS AGREEMENT. THE PARTIES ALSO WAIVE ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED, EXCEPT FOR MANDATORY JOINDERS. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES. THE WAIVER CONTAINED HEREIN IS IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND SHALL BE SUBJECT TO NO EXCEPTIONS. MORTGAGEE HAS IN NO WAY AGREED WITH OR REPRESENTED TO MORTGAGOR OR ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Appears in 1 contract

Samples: Mortgage Deed and Security Agreement (AGU Entertainment Corp.)

Waiver and Release. (A) SUBJECT TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTSECTION 15.04, EACH CREDIT OBLIGOR REPRESENTS PURCHASER HEREBY WAIVES, RELEASES AND WARRANTS THAT AS RENOUNCES AND AGREES NOT TO SEEK TO ESTABLISH OR ENFORCE ANY RIGHTS, REMEDIES OR CLAIMS (WHETHER STATUTORY OR OTHERWISE) AGAINST GAIF AND ANY OTHER SELLER OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS OR REPRESENTATIVES IN RESPECT OF ANY OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER MATTERS SET FORTH IN SECTION 15.02. WITHOUT LIMITING THE LOAN DOCUMENTS AND FOREGOING, EXCEPT AS OTHERWISE PROVIDED IN ACCORDANCE THEREWITH IT: (a) SECTION 15.04, EACH PURCHASER WAIVES ANY CLAIM, LIABILITY, RESPONSIBILITY, WARRANTY, REPRESENTATION, GUARANTY, LIABILITY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OBLIGATION OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, ANY KIND (WHETHER KNOWN OR UNKNOWN) THAT SUCH PURCHASER OR ANY OTHER PERSON CLAIMING UNDER OR THROUGH AIRCASTLE AND EACH OTHER PURCHASER MAY NOW OR HEREAFTER HAVE OR CLAIM AGAINST GAIF AND EACH OTHER SELLER OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS OR REPRESENTATIVES, WITH RESPECT TO: (i) ANY REPAIR, MAINTENANCE OR OTHER SERVICES IN RESPECT OF ANY OF THE AIRCRAFT, WHETHER IN CONTRACT OR IN TORT AND HOWEVER ARISING PRIOR AND WHETHER PERFORMED OR TO BE PERFORMED; (ii) ANY COST, LOSS OR DAMAGE (CONSEQUENTIAL OR OTHERWISE), LOSS OF PROFIT OR REVENUE, LOSS OR SUSPENSION OF CERTIFICATION OF ANY OF THE DATE HEREOFAIRCRAFT, GROUNDING OF ANY OF THE AIRCRAFT, OR ANY OTHER CLAIM WHATSOEVER ARISING FROM THE CONDITION OF ANY OF THE AIRCRAFT OR ANY PART THEREOF, ANY MAINTENANCE OR REPAIR OF EACH OF THE AIRCRAFT OR ANY PART THEREOF, ANY ALTERATION, MODIFICATION OR ADDITION TO ANY OF THE AIRCRAFT OR ANY PART THEREOF, OR ANY INSPECTION OF ANY OF THE AIRCRAFT OR THE AIRCRAFT DOCUMENTS FOR SUCH AIRCRAFT, WHETHER PERFORMED OR TO BE PERFORMED, OR THE LACK OF SUCH INSPECTION; AND AND (biii) RELEASES ANY OBLIGATION OR LIABILITY OF GAIF AND DISCHARGES ANY OTHER SELLER OR MANUFACTURER, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS OR REPRESENTATIVES WITH RESPECT TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OR TRADE, ANY IMPLIED WARRANTY OF FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE, AND ANY OBLIGATION OR CLAIM FOR LOSS OF USE OF OR THE LENDERLOSS OF OR DAMAGE TO ANY OF THE AIRCRAFT, ITS AFFILIATES OR ANY PART THEREOF, FOR ANY REASON, AND ITS FOR ANY LIABILITY OF ANY PURCHASER TO ANY THIRD PARTY AND FOR ANY OTHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, WHETHER OR NOT ARISING FROM THE NEGLIGENCE (ACTUAL OR IMPUTED) OF GAIF AND ANY OTHER SELLER OR THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, SHAREHOLDERS ATTORNEYS OR REPRESENTATIVES, AND ATTORNEYS ANY RISKS WITH RESPECT THERETO ARE HEREBY ASSUMED BY AIRCASTLE AND EACH OTHER PURCHASER. (COLLECTIVELY B) THE “RELEASED PARTIES”) FROM ANY REPRESENTATIONS AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES WARRANTIES BY GAIF AND EACH OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR SELLERS HEREUNDER AND UNDER THE OTHER SELLER DOCUMENTS CONSTITUTES THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO THE DATE HEREOF AND FROM OR PURCHASERS IN CONNECTION WITH THE LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PURCHASERS UNDERSTANDS AND ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED ARE SPECIFICALLY DISCLAIMED BY GAIF AND EACH OF THE SELLERS. EACH OF THE PURCHASERS ACKNOWLEDGES THAT IT DID NOT RELY ON ANY REPRESENTATION OR WARRANTY NOT CONTAINED IN THIS AGREEMENT OR ANY OTHER SELLER DOCUMENT IN DECIDING TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED THEREBYBY THIS AGREEMENT.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aircastle LTD)

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (ba) RELEASES AND DISCHARGES THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE "RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR OR (b) MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Appears in 1 contract

Samples: Credit Agreement (Xtant Medical Holdings, Inc.)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTAS A MATERIAL INDUCEMENT FOR, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: CONSIDERATION OF, THE BANK'S AGREEMENTS HEREIN, THE BORROWER (aFOR ITSELF AND ITS SUCCESSORS, ASSIGNS, EXECUTORS AND ADMINISTRATORS) WAIVES ANY HEREBY WAIVES, RELEASES, REMISES AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND FOREVER DISCHARGES THE LENDERBANK, ITS AFFILIATES AND ITS AND THEIR OFFICERSSHAREHOLDERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) ADMINISTRATORS OF AND FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTSMANNER OF ACTIONS, CAUSES OF ACTION OR ACTION, SUITS, CROSSCLAIMS, COUNTERCLAIMS, DEBTS, DUES, SUMS OF MONEY, ACCOUNTS, BILLS, COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS, PROMISES, VARIANCES, DAMAGES, JUDGMENTS, CLAIMS AND DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR IN EQUITY, WHICH AGAINST THE BANK, THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR THE BORROWER, OR ITS SUCCESSORS, ASSIGNS, EXECUTORS, OR ADMINISTRATORS CAN, SHALL OR MAY HAVE AGAINST FOR, UPON OR BY REASON OF ANY RELEASED PARTY ARISING PRIOR MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DAY OF THE DATE HEREOF OF THIS AGREEMENT. BORROWER CONFIRMS THAT THE FOREGOING WAIVER AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYRELEASE IS AN INFORMED WAIVER AND RELEASE AND IS FREELY GIVEN.

Appears in 1 contract

Samples: Credit Agreement (V Band Corporation)

Waiver and Release. THE BORROWER, RTI AND RTI ELECTRONICS, ON BEHALF OF THEMSELVES AND ANY PERSON OR ENTITY CLAIMING BY OR THROUGH THEM (COLLECTIVELY REFERRED TO INDUCE AS THE "RELEASORS"), HEREBY UNCONDITIONALLY REMISE, RELEASE AND FOREVER DISCHARGE THE LENDER, ITS PAST AND PRESENT OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, PARENT CORPORATION, SUBSIDIARIES, AFFILIATES, TRUSTEES, ADMINISTRATORS, ATTORNEYS, PREDECESSORS, SUCCESSORS AND ASSIGNS AND THE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS OF ANY SUCH PERSON OR ENTITY, AS RELEASEES (COLLECTIVELY REFERRED TO AS THE "LENDER TO AGREE TO THE TERMS RELEASEES"), OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES FROM ANY AND ALL SUCH MANNER OF ACTIONS, CAUSES OF ACTION, SUITS, DEBTS, DUES, ACCOUNTS, BONDS, COVENANTS, CONTRACTS, AGREEMENTS, PROMISES, WARRANTIES, GUARANTIES, REPRESENTATIONS, LIENS, MECHANICS' LIENS, JUDGMENTS, CLAIMS, OFFSETSCOUNTERCLAIMS, RIGHTS OF RECOUPMENTCROSSCLAIMS, DEFENSES AND/OR COUNTERCLAIMSDEMANDS WHATSOEVER, INCLUDING CLAIMS FOR CONTRIBUTION AND/OR INDEMNITY, WHETHER NOW KNOWN OR UNKNOWN, ARISING PRIOR PAST OR PRESENT, ASSERTED OR UNASSERTED, CONTINGENT OR LIQUIDATED, AT LAW OR IN EQUITY, OR RESULTING FROM ANY ASSIGNMENT, IF ANY (COLLECTIVELY REFERRED TO AS "CLAIMS"), WHICH ANY OF THE RELEASORS EVER HAD, HAVE AND/OR HEREAFTER CAN, SHALL OR MAY CLAIM TO HAVE AGAINST ANY OF THE LENDER RELEASEES, FOR OR BY REASON OF ANY CAUSE, MATTER OR THING WHATSOEVER, FROM THE BEGINNING OF TIME TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDEROF EXECUTION OF THIS AGREEMENT, ITS AFFILIATES AND ITS AND THEIR OFFICERSINCLUDING, DIRECTORSBUT NOT LIMITED TO, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONSCLAIMS RELATING TO OR ARISING FROM THE LENDING RELATIONSHIP OF THE LENDER AND THE BORROWER. THE BORROWER, INDEBTEDNESSRTI AND RTI ELECTRONICS WARRANT AND REPRESENT THAT THEY HAVE NOT ASSIGNED, LIABILITIESPLEDGED, CLAIMSHYPOTHECATED AND/OR OTHERWISE DIVESTED THEMSELVES AND/OR ENCUMBERED ALL OR ANY PART OF THE CLAIMS BEING RELEASED HEREBY AND THAT THEY HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS ANY AND ALL OF THE LENDER RELEASEES AGAINST WHOM ANY CLAIM SO ASSIGNED, RIGHTSPLEDGED, CAUSES OF ACTION HYPOTHECATED, DIVESTED AND/OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYENCUMBERED IS ASSERTED.

Appears in 1 contract

Samples: Loan Agreement (Selas Corp of America)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS EACH OF THIS AMENDMENTOBLIGORS (IN ITS OWN RIGHT AND ON BEHALF OF ITS PREDECESSORS, EACH CREDIT OBLIGOR REPRESENTS SUCCESSORS, LEGAL REPRESENTATIVES AND WARRANTS ASSIGNS) HEREBY EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT AS OF THE DATE HEREOF THERE ARE IT HAS NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, OFFSETSCAUSES OF ACTION, RIGHTS ACTIONS OR DAMAGES OF RECOUPMENT, DEFENSES ANY CHARACTER OR COUNTERCLAIMSNATURE, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT, OR INDIRECT, AGAINST ANY CREDIT PARTY, ANY OF ITS AFFILIATES AND OR ANY OF ITS AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AGENTSATTORNEYS OR REPRESENTATIVES OR ANY OF THEIR RESPECTIVE PREDECESSORS, SHAREHOLDERS AND ATTORNEYS SUCCESSORS OR ASSIGNS (COLLECTIVELY COLLECTIVELY, THE “RELEASED LENDER-RELATED PARTIES”) FROM OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE SECURED OBLIGATIONS OR ANY LIENS OR SECURITY INTERESTS OF THE CREDIT PARTIES. IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF ADMINISTRATIVE AGENT AND LENDER TO ENTER INTO THIS AGREEMENT, EACH OF OBLIGORS HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND FOREVER DISCHARGES THE LENDER-RELATED PARTIES FROM, AND COVENANTS NOT TO SXX THE LENDER-RELATED PARTIES FOR, ANY AND ALL OBLIGATIONSSETOFFS, INDEBTEDNESSCOUNTERCLAIMS, LIABILITIESADJUSTMENTS, RECOUPMENTS, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVERACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS AND EXPENSES OF EVERY NATURE AND CHARACTER, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, SUSPECTED ACTUAL OR UNSUSPECTEDPUNITIVE, IN LAW FORESEEN OR EQUITYUNFORESEEN, DIRECT OR INDIRECT, ARISING OUT OF OR FROM OR RELATED TO ANY OF THE LOAN DOCUMENTS, WHICH ANY OBLIGOR NOW OWNS AND HOLDS, OR HAS AT ANY TIME HERETOFORE OWNED OR HELD, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE BORROWER EVER HADCIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, NOW HASRELEASE AND DISCHARGE AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO. THIS SECTION IS IN ADDITION TO ANY OTHER RELEASE OF ANY OF THE LENDER-RELATED PARTIES BY ANY OF OBLIGORS AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, CLAIMS COVENANT NOT TO HAVE SXX, OR MAY HAVE AGAINST WAIVER BY ANY RELEASED PARTY ARISING PRIOR TO OF OBLIGORS IN FAVOR OF ANY OF THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYLENDER- RELATED PARTIES.

Appears in 1 contract

Samples: Limited Forbearance Agreement (Us Energy Corp)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS EACH BORROWER (IN ITS OWN RIGHT AND ON BEHALF OF THIS AMENDMENTITS OFFICERS, EACH CREDIT OBLIGOR REPRESENTS EMPLOYEES, ATTORNEYS AND WARRANTS AGENTS) HEREBY EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT AS OF THE DATE HEREOF THERE ARE IT HAS NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, OFFSETSCAUSES OF ACTION, RIGHTS ACTIONS OR DAMAGES OF RECOUPMENT, DEFENSES ANY CHARACTER OR COUNTERCLAIMSNATURE, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT, OR INDIRECT, AGAINST LENDER, ANY OF ITS AFFILIATES AND OR ANY OF ITS AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AGENTSATTORNEYS OR REPRESENTATIVES (COLLECTIVELY, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED LENDER-RELATED PARTIES”) FROM OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE INDEBTEDNESS OR ANY LIENS OR SECURITY INTERESTS OF LENDER. IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF XXXXXX TO ENTER INTO THIS AGREEMENT, EACH OF THE BORROWERS HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND FOREVER DISCHARGES LENDER-RELATED PARTIES FROM, AND COVENANTS NOT TO SUE LENDER-RELATED PARTIES FOR, ANY AND ALL OBLIGATIONSSETOFFS, INDEBTEDNESSCOUNTERCLAIMS, LIABILITIESADJUSTMENTS, RECOUPMENTS, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVERACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS AND EXPENSES OF EVERY NATURE AND CHARACTER, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, SUSPECTED ACTUAL OR UNSUSPECTEDPUNITIVE, IN LAW FORESEEN OR EQUITYUNFORESEEN, DIRECT OR INDIRECT WHICH ANY OF THE BORROWER EVER HADBORROWERS NOW OWNS AND HOLDS, NOW HASOR HAS AT ANY TIME HERETOFORE OWNED OR HELD, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO SUCH WAIVER, RELEASE, DISCHARGE AND COVENANT BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE DATE HEREOF CIRCUMSTANCES AND FROM OR IN CONNECTION EFFECTS OF SUCH WAIVER, RELEASE, DISCHARGE AND COVENANT AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.RESPECT THERETO. THIS SECTION

Appears in 1 contract

Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement

Waiver and Release. TO INDUCE THE LENDER LENDER, TO AGREE TO THE TERMS OF THIS AMENDMENTWAIVER, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTORS (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND; (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE RELEASING PARTIES AND THE RELEASED PARTIES HEREBY AGREE THAT THE RELEASE CONTAINED HEREIN DOES NOT INCLUDE A RELEASE OF ANY CLAIM OR OBLIGATION AGAINST THE RELEASED PARTIES ARISING AFTER THE DATE HEREOF UNDER THE TERMS OF THE LOAN DOCUMENTS WHICH CLAIM OR OBLIGATION DOES NOT ARISE, DIRECTLY OR INDIRECTLY, OUT OF AND IS IN NO WAY BASED UPON MATTERS, THINGS, ACTS, CONDUCT AND/OR OMISSIONS OCCURRING PRIOR TO THE DATE HEREOF; (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO; (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING; AND (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 1 contract

Samples: Credit Agreement (TransMedics Group, Inc.)

Waiver and Release. TO INDUCE THROUGH THE LENDER TO AGREE TO THE TERMS DATE OF THIS AMENDMENTAGREEMENT, THE BORROWER AND EACH CREDIT OBLIGOR REPRESENTS GUARANTOR HEREBY KNOWINGLY AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSVOLUNTARILY, OFFSETSFOREVER RELEASES, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES ACQUITS AND DISCHARGES THE LENDERAGENT AND THE LENDERS (BUT NOT ANY OF THE PRIOR LENDERS), ITS AFFILIATES AND ITS AND THEIR DIRECTORS, OFFICERS, DIRECTORSPARTNERS, TRUSTEES, BENEFICIARIES, EMPLOYEES, AGENTS, CONTROLLING PERSONS AND SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY COLLECTIVELY, THE "RELEASED PARTIES") (A) FROM AND OF ANY AND ALL CLAIMS ARISING FROM ACTS OR OMISSIONS OF ANY OF THE RELEASED PARTIES OR THE PRIOR LENDERS, THEIR DIRECTORS, OFFICERS, PARTNERS, TRUSTEES, BENEFICIARIES, EMPLOYEES, AGENTS, CONTROLLING PERSONS AND SHAREHOLDERS (COLLECTIVELY, THE "PRIOR LENDER PARTIES") THAT MAY HAVE OCCURRED PRIOR TO THE CLOSING DATE THAT ANY OF THE RELEASED PARTIES OR ANY OF THE PRIOR LENDER PARTIES (1) IS IN ANY WAY RESPONSIBLE FOR THE PAST, CURRENT OR FUTURE CONDITION OR DETERIORATION OF THE BUSINESS OPERATIONS AND/OR FINANCIAL CONDITION OF THE BORROWER, OR (2) BREACHED ANY AGREEMENT TO LOAN MONEY OR MAKE OTHER FINANCIAL ACCOMMODATIONS AVAILABLE TO THE BORROWER OR TO FUND ANY OPERATIONS OF THE BORROWER AT ANY TIME, AND (B) FROM AND OF ANY AND ALL OTHER CLAIMS, DAMAGES, LOSSES, ACTIONS, COUNTERCLAIMS, SUITS, JUDGMENTS, OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMSDEFENSES, RIGHTSAFFIRMATIVE DEFENSES, CAUSES SETOFFS, AND DEMANDS OF ACTION ANY KIND OR DEMANDS NATURE WHATSOEVER, IN LAW OR IN EQUITY, WHETHER PRESENTLY KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER OR ANY GUARANTOR MAY HAVE HAD, NOW HASHAVE, CLAIMS TO HAVE OR WHICH IT CAN, SHALL OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM FOR, UPON, OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.BY REASON OF

Appears in 1 contract

Samples: Credit Agreement (Cke Restaurants Inc)

Waiver and Release. IN CONSIDERATION OF LESSOR PERMITTING LESSEE TO INDUCE USE THE LENDER TO AGREE LESSOR’S CLUBHOUSE, COMMON FACILITIES FOR THE PURPOSES DESCRIBED HEREIN, LESSEE HEREBY AGREES THAT LESSOR SHALL HAVE NO OBLIGATIONS TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS LESSEE OR ANY PARTIES PARTICIPATING IN OR IN ATTENDANCE DURING LESSEE’S USE OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO CLUBHOUSE AND COMMON FACILITIES AND (POOL IF APPLICABLE) ADDITIONALLY, LESSEE HEREBY FULLY WAIVES AND RELEASES LESSOR, AND ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS OFFICERS, AGENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES DIRECTORS, FROM ANY AND ALL SUCH CLAIMS, OFFSETSDAMAGES, RIGHTS OR CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, WHETHER UNDER FEDERAL, STATE OR LOCAL LAW ARISING PRIOR OUT OF DAMAGE CAUSED AS A RESULT OF LESSEE’S USE OF LESSOR’S FACILITIES, INCLUDING, BUT NOT LIMITED TO, LESSOR’S CLUBHOUSE AND POOL, OR TAKING PLACE DURING LESSEE’S PRESENCE ON THE PROPERTY. THE RELEASES, WAIVERS AND PROMISES SET FORTH HEREIN SHALL BE BINDING UPON AND SHALL INURE TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS BENEFIT OF SUCH PARTIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, LEGAL REPRESENTATIVES, SUBCONTRACTORS, AGENTS, SHAREHOLDERS HEIRS, SUCCESSORS, AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYASSIGNS.

Appears in 1 contract

Samples: Clubhouse Rental Agreement

Waiver and Release. TO INDUCE EXCEPT FOR THE LENDER TO AGREE TO OBLIGATIONS, REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT, BUYER HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES AND RELEASES THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) SELLER PARTIES FROM ANY AND ALL OBLIGATIONSRIGHTS AND CLAIMS AGAINST THE SELLER PARTIES WITH RESPECT TO THE PROPERTY (INCLUDING WITHOUT LIMITATION THE CONDITION, INDEBTEDNESSVALUATION, LIABILITIESMARKETABILITY OR UTILITY OF THE PROPERTY AND ANY RIGHTS OF BUYER UNDER THE STATE OR FEDERAL COMPREHENSIVE ENVIRONMENTAL RESPONSE, CLAIMSCOMPENSATION AND LIABILITY ACT, RIGHTSAS AMENDED FROM TIME TO TIME, CAUSES OR SIMILAR LAWS). BUYER ACKNOWLEDGES AND AGREES THAT THE FOREGOING WAIVER AND RELEASE INCLUDES ALL RIGHTS AND CLAIMS OF ACTION BUYER AGAINST THE SELLER PARTIES PERTAINING TO THE PROPERTY, WHETHER HERETOFORE OR DEMANDS WHATSOEVERNOW EXISTING OR HEREAFTER ARISING, OR WHICH COULD, MIGHT, OR MAY BE CLAIMED TO EXIST, OF WHATEVER KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW LIQUIDATED OR EQUITYUNLIQUIDATED, EACH AS THOUGH FULLY SET FORTH HEREIN AT LENGTH, WHICH IN ANY WAY ARISE OUT OF, OR ARE CONNECTED WITH, OR RELATE TO, THE BORROWER EVER HADPROPERTY. THIS RELEASE INCLUDES CLAIMS OF WHICH BUYER IS PRESENTLY UNAWARE OF WHICH BUYER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY BUYER, WOULD MATERIALLY AFFECT BUYER’S RELEASE. IN CONNECTION AND TO THE EXTENT PERMITTED BY LAW, BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT BUYER REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW HAS, CLAIMS UNKNOWN TO IT MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND BUYER FURTHER AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS AND RELEASES HEREIN HAVE AGAINST BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION AND THAT BUYER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT THE SELLER PARTIES FROM ANY RELEASED SUCH UNKNOWN CAUSES OF ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES. BUYER EXPRESSLY WAIVES THE BENEFIT OF CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY ARISING PRIOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE DATE HEREOF TIME OF EXECUTING THE RELEASE AND FROM THAT, IF KNOWN BY HIM OR IN CONNECTION HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE LOAN DOCUMENTS DEBTOR OR THE TRANSACTIONS CONTEMPLATED THEREBYRELEASED PARTY.” Buyer’s Initials: Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Waiver and Release. TO INDUCE FOR GOOD AND VALUABLE CONSIDERATION, THE LENDER TO AGREE TO THE TERMS RECEIPT AND SUFFICIENCY OF THIS AMENDMENTWHICH ARE HEREBY ACKNOWLEDGED, EACH CREDIT OBLIGOR REPRESENTS PARTY HEREBY, FOR ITSELF AND WARRANTS THAT AS ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES EACH OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS ADMINISTRATIVE AGENT, THE LENDERS, CO-SYNDICATION AGENTS, THE ISSUER, AND EACH OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS THEIR RESPECTIVE SUCCESSORS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSASSIGNS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, SHAREHOLDERS ADVISORS (INCLUDING ATTORNEYS, ACCOUNTANTS AND ATTORNEYS EXPERTS) AND AFFILIATES (COLLECTIVELY THE “RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL OBLIGATIONSACTIONS, INDEBTEDNESSCLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, CLAIMSCOSTS, RIGHTSDAMAGES, CAUSES EXPENSES OR OTHER OBLIGATIONS OF ACTION OR DEMANDS ANY KIND AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED DIRECT AND/OR UNSUSPECTEDINDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES, IN LAW EACH CASE, ON OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE THIRD AMENDMENT EFFECTIVE DATE HEREOF AND FROM ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THIS THIRD AMENDMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, THE “RELEASED MATTERS”). THE CERDIT PARTIES, BY EXECUTION HEREOF, EACH HEREBY ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS IN THIS SECTION 6 ARE INTENDED TO COVER AND BE IN FULL SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYRELEASED MATTERS.

Appears in 1 contract

Samples: Credit Agreement (Unit Corp)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTThe Loan Parties warrant and represent to the Administrative Agent and the Lenders that the loans evidenced by the Loan Documents are not subject to any credits, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:charges, claims, or rights of offset or deduction of any kind or character whatsoever and, as a material part of the consideration for the Agent and the Lenders entering into this Agreement, each Loan Party agrees as follows (the “Release Provision”): (a) WAIVES EACH LOAN PARTY HEREBY RELEASES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT AND THE LENDERS AND EACH OF THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, MANAGERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, PARENT CORPORATIONS, SUBSIDIARIES, AND AFFILIATES (HEREINAFTER ALL OF THE ABOVE COLLECTIVELY REFERRED TO AS “RELEASED PARTIES”) JOINTLY AND SEVERALLY FROM ANY AND ALL SUCH CLAIMS, COUNTERCLAIMS, DEMANDS, DAMAGES, DEBTS, AGREEMENTS, COVENANTS, SUITS, CONTRACTS, OBLIGATIONS, LIABILITIES, ACCOUNTS, OFFSETS, RIGHTS RIGHTS, ACTIONS, AND CAUSES OF RECOUPMENTACTION OF ANY NATURE WHATSOEVER OCCURRING PRIOR TO THE DATE HEREOF AND ARISING OUT OF OR RELATED TO THE LOAN DOCUMENTS, DEFENSES INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY, WHETHER ARISING AT LAW OR COUNTERCLAIMSIN EQUITY, PRESENTLY POSSESSED, WHETHER KNOWN OR UNKNOWN, WHETHER LIABILITY BE DIRECT OR INDIRECT, LIQUIDATED OR UNLIQUIDATED, PRESENTLY ACCRUED, WHETHER ABSOLUTE OR CONTINGENT, FORESEEN OR UNFORESEEN, AND WHETHER OR NOT HERETOFORE ASSERTED, SPECIFICALLY EXCLUDING, HOWEVER, CLAIMS ARISING PRIOR FROM THE GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION (“CLAIMS”), WHICH SUCH LOAN PARTY MAY HAVE OR CLAIM TO THE DATE HEREOF; ANDHAVE AGAINST ANY RELEASED PARTIES. (b) RELEASES AND DISCHARGES THE LENDEREach Loan Party agrees not to xxx any Released Parties or in any way assist any other Person in suing any Released Parties with respect to any Claim released herein. The Release Provision may be pleaded as a full and complete defense to, ITS AFFILIATES AND ITS AND THEIR OFFICERSand may be used as the basis for an injunction against, DIRECTORSany action, EMPLOYEESsuit, AGENTSor other proceeding which may be instituted, SHAREHOLDERS AND ATTORNEYS prosecuted, or attempted in breach of the release contained herein. (COLLECTIVELY THE “RELEASED PARTIES”c) FROM ANY AND ALL OBLIGATIONSEach Loan Party acknowledges, INDEBTEDNESSwarrants, LIABILITIESand represents to Released Parties that: (i) Each Loan Party has read and understands the effect of the Release Provision. Each Loan Party has had the assistance of independent counsel of its own choice, CLAIMSor has had the opportunity to retain such independent counsel, RIGHTSin reviewing, CAUSES OF ACTION OR DEMANDS WHATSOEVERdiscussing, WHETHER KNOWN OR UNKNOWNand considering all the terms of the Release Provision; and if counsel was retained, SUSPECTED OR UNSUSPECTEDcounsel for each Loan Party has read and considered the Release Provision and advised each Loan Party to execute the same. Before execution of this Agreement, IN LAW OR EQUITYeach Loan Party has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) No Loan Party is acting in reliance on any representation, WHICH THE BORROWER EVER HADunderstanding, NOW HASor agreement not expressly set forth herein. Each Loan Party acknowledges that the Released Parties have not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) Each Loan Party has executed this Agreement and the Release Provision thereof as its free and voluntary act, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYwithout any duress, coercion, or undue influence exerted by or on behalf of any Person. (iv) Each Loan Party is the sole owner of the Claims released by the Release Provision, and no Loan Party has heretofore conveyed or assigned any interest in any such Claims to any other Person. (d) Each Loan Party understands that the Release Provision was a material consideration in the agreement of the Administrative Agent and the Lenders to enter into this Agreement. (e) It is the express intent of the Loan Parties that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of the Released Parties so as to foreclose forever the assertion by each Loan Party of any Claims released hereby against Released Parties. (f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions shall remain in full force and effect

Appears in 1 contract

Samples: Credit Agreement (Movado Group Inc)

Waiver and Release. TO INDUCE THE LENDER AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS LOAN PARTY AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDERAGENT, ITS AFFILIATES AND ITS EACH LENDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) CXXXXXXX AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Appears in 1 contract

Samples: Credit Agreement (Baudax Bio, Inc.)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS IN CONSIDERATION OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS THIRD AMENDMENT HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, BORROWER AND EACH GUARANTOR EACH HEREBY WAIVES, REMISES, RELEASES, AND FOREVER DISCHARGES EACH LENDER AND ADMINISTRATIVE AGENT, THEIR PREDECESSORS AND ITS SUCCESSORS, ASSIGNS, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, ACCOUNTANTS, ATTORNEYS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND SERVANTS (COLLECTIVELY, THE "RELEASED PARTIES") OF, FROM AND AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETSACTIONS, RIGHTS CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMSSUITS, PROCEEDINGS, CONTRACTS, JUDGMENTS, DAMAGES, ACCOUNTS, RECKONINGS, EXECUTIONS, AND LIABILITIES WHATSOEVER OF EVERY NAME AND NATURE, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES WHETHER OR NOT WELL FOUNDED IN FACT OR IN LAW, AND DISCHARGES THE LENDERWHETHER IN LAW, ITS AFFILIATES AND ITS AND THEIR OFFICERSAT EQUITY, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITYOTHERWISE, WHICH THE BORROWER UNDERSIGNED EVER HADHAD OR NOW HAS FOR OR BY REASON OF ANY MATTER, NOW HASCAUSE, CLAIMS OR ANYTHING WHATSOEVER TO HAVE THIS DATE RELATING TO OR MAY HAVE AGAINST ARISING OUT OF THE LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION ANY ACTUAL OR ALLEGED ACT OR OMISSION OF ANY OF THE RELEASED PARTY ARISING PRIOR PARTIES WITH RESPECT TO THE DATE HEREOF AND FROM LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, OR ANY LIENS OR COLLATERAL IN CONNECTION WITH THEREWITH, OR THE ENFORCEMENT OF ANY OF SUCH LENDER'S OR ADMINISTRATIVE AGENT'S RIGHTS OR REMEDIES THEREUNDER. THE TERMS OF THIS WAIVER AND RELEASE SHALL SURVIVE THE TERMINATION OF THIS THIRD AMENDMENT, THE LOANS, OR THE LOAN DOCUMENTS OR AND SHALL REMAIN IN FULL FORCE AND EFFECT AFTER THE TRANSACTIONS CONTEMPLATED THEREBYTERMINATION THEREOF.

Appears in 1 contract

Samples: Credit Agreement (AMERICAN EAGLE ENERGY Corp)

Waiver and Release. TO INDUCE THE AGENT AND THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS LOAN PARTY AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDERAGENT, ITS AFFILIATES AND ITS THE LENDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Appears in 1 contract

Samples: Credit Agreement (Baudax Bio, Inc.)

Waiver and Release. TO INDUCE FOR GOOD AND VALUABLE CONSIDERATION, THE LENDER TO AGREE TO THE TERMS RECEIPT AND SUFFICIENCY OF THIS AMENDMENTWHICH ARE HEREBY ACKNOWLEDGED, EACH CREDIT OBLIGOR REPRESENTS PARTY HEREBY, FOR ITSELF AND WARRANTS THAT AS ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES EACH OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS ADMINISTRATIVE AGENT, THE LENDERS, CO-SYNDICATION AGENTS, THE ISSUER, AND EACH OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS THEIR RESPECTIVE SUCCESSORS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSASSIGNS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, SHAREHOLDERS ADVISORS (INCLUDING ATTORNEYS, ACCOUNTANTS AND ATTORNEYS EXPERTS) AND AFFILIATES (COLLECTIVELY THE “RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL OBLIGATIONSACTIONS, INDEBTEDNESSCLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, CLAIMSCOSTS, RIGHTSDAMAGES, CAUSES EXPENSES OR OTHER OBLIGATIONS OF ACTION OR DEMANDS ANY KIND AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED DIRECT AND/OR UNSUSPECTEDINDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES, IN LAW EACH CASE, ON OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE SECOND AMENDMENT EFFECTIVE DATE HEREOF AND FROM ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THIS SECOND AMENDMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, THE “RELEASED MATTERS”). THE CERDIT PARTIES, BY EXECUTION HEREOF, EACH HEREBY ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS IN THIS SECTION 7 ARE INTENDED TO COVER AND BE IN FULL SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYRELEASED MATTERS.

Appears in 1 contract

Samples: Credit Agreement (Unit Corp)

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Waiver and Release. TO INDUCE In exchange for the use of the property, as described above, I HEREBY VOLUNTARILY RELEASE, WAIVE, AND FOREVER GIVE UP ALL MY RIGHTS, CLAIMS AND CAUSES OF ACTION, WHETHER NOW EXISTING OR ARISING IN THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTFUTURE, EACH CREDIT OBLIGOR REPRESENTS THAT I MAY HAVE AGAINST JBD BURKEVILLE, LLC D/B/A SABINE ATV PARK AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS PARENT, SUBSIDIARY AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AFFILIATED COMPANIES AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESMEMBERS, AGENTSOWNERS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS AGENTS THAT ARISE OUT OF OR ARE IN ANY WAY RELATED TO DISEASE, PROPERTY DAMAGE AND/OR BODILY INJURIES (COLLECTIVELY INCLUDING A SUBSEQUENT OR RESULTING DEATH), HEREINAFTER REFERRED TO AS THE “RELEASED PARTIES”) FROM ANY CLAIMS,” SUSTAINED IN THE COURSE AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES SCOPE OF ACTION OR DEMANDS WHATSOEVERMY ACTIVITIES ON THE PROPERTY OF SABINE ATV PARK, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, NOT SAID CLAIMS ARISE IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM WHOLE OR IN CONNECTION WITH PART FROM THE LOAN DOCUMENTS NEGLIGENCE OF JBD BURKEVILLE, LLC D/B/A SABINE ATV PARK. I EXPRESSLY UNDERSTAND THAT INCLUDED IN THE CLAIMS THAT I AM RELEASING, WAIVING AND GIVING UP ARE CLAIMS BASED ON NEGLIGENT OR THE TRANSACTIONS CONTEMPLATED THEREBYGROSSLY NEGLIGENT ACTS OR OMISSIONS.

Appears in 1 contract

Samples: Assumption of Risk, Release of Liability and Indemnity Agreement

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTORS (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 1 contract

Samples: Credit Agreement (Natera, Inc.)

Waiver and Release. TO INDUCE IN CONNECTION WITH THE LENDER TO AGREE TO THE TERMS OF TRANSACTIONS CONTEMPLATED BY THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT OF THE SELLERS, EFFECTIVE AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS CONSUMMATION OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSCLOSING, OFFSETSDOES HEREBY, RIGHTS ON BEHALF OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES ITSELF AND ITS AFFILIATES, BENEFICIARIES, SUCCESSORS AND THEIR ASSIGNS, ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY FOREVER RELEASE AND DISCHARGE THE COMPANY AND ITS EMPLOYEES, OFFICERS, DIRECTORS, EMPLOYEESSTOCKHOLDERS, AGENTSAFFILIATES, SHAREHOLDERS AND ATTORNEYS AGENTS (COLLECTIVELY THE EACH, A “RELEASED PARTIESPARTY”) FROM AND AGAINST ALL RELEASED CLAIMS. “RELEASED CLAIMS” MEANS ANY AND ALL OBLIGATIONSCLAIMS, INDEBTEDNESSDEMANDS, DAMAGES, DEBTS, LIABILITIES, CLAIMSOBLIGATIONS, RIGHTSCOSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OR DEMANDS WHATSOEVERACTIONS OF ANY NATURE, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, THAT SUCH SELLER NOW HAS, CLAIMS TO HAVE OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE AGAINST IN THE FUTURE, ARISING BY VIRTUE OF OR IN ANY MATTER RELATED TO ANY ACTIONS OR INACTION WITH RESPECT TO THE COMPANY, ANY OF ITS SUBSIDIARIES, OR ANY OF THEIR AFFAIRS ON OR BEFORE THE CLOSING; PROVIDED, HOWEVER, THAT RELEASED PARTY ARISING CLAIMS SHALL NOT INCLUDE (I) TO THE EXTENT ANY SELLER IS AN EMPLOYEE OF THE COMPANY, EXPENSES INCURRED BY SUCH SELLER FOR WHICH SUCH SELLER IS ENTITLED TO REIMBURSEMENT PURSUANT TO THE POLICIES AND GUIDELINES OF THE COMPANY IN EFFECT AS OF THE CLOSING BUT ONLY TO THE EXTENT SUCH AMOUNT OF REIMBURSEMENT IS INCLUDED IN THE ACTUAL WORKING CAPITAL, (II) TO THE EXTENT ANY SELLER IS AN EMPLOYEE OF THE COMPANY, ANY BENEFITS ACCRUED IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES THAT ARE UNPAID AS OF THE CLOSING BUT ONLY TO THE EXTENT THE AMOUNT OF SUCH BENEFITS IS INCLUDED IN THE ACTUAL WORKING CAPITAL, (III) ANY WAGES OR OTHER COMPENSATION DUE TO ANY SELLER AS AN EMPLOYEE OF THE COMPANY IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES, WHICH HAVE BEEN EARNED BUT NOT PAID BETWEEN (X) THE DATE OF THE LAST PAYROLL PRIOR TO THE DATE HEREOF CLOSING AND (Y) THE CLOSING, BUT, IN THE CASE OF CLAUSES (X) AND (Y), ONLY TO THE EXTENT SUCH WAGES OR OTHER COMPENSATION ARE INCLUDED IN THE ACTUAL WORKING CAPITAL, (VI) TO THE EXTENT ANY SELLER IS AN OFFICER OR DIRECTOR OF THE COMPANY, OR A TRUSTEE OF ANY COMPANY BENEFIT PLAN, ANY CLAIMS FOR INDEMNIFICATION BY THE COMPANY WHICH SUCH SELLER WOULD BE ENTITLED TO MAKE PURSUANT TO THE COMPANY’S CHARTER, BYLAWS OR OTHER GOVERNING DOCUMENTS AND APPLICABLE LAW, OR WHICH WOULD BE COVERED BY ANY DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE POLICY, IN EACH CASE ARISING OUT OF SUCH SELLER’S CAPACITY AS AN OFFICER, DIRECTOR OR TRUSTEE OF THE COMPANY, OR (VII) ANY RIGHT OF ANY SELLER CONTAINED IN OR BY VIRTUE OF THIS AGREEMENT, ANY ANCILLARY AGREEMENT, THE ESCROW AGREEMENT CONTEMPLATED BY SECTION 5.2(b), THE REGISTRATION RIGHTS AGREEMENT CONTEMPLATED BY SECTION 5.2(h) OR THE FROST EMPLOYMENT AGREEMENT CONTEMPLATED BY SECTION 5.2(i). THE RELEASE CONTAINED IN THIS SECTION 8.16 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD, SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED CLAIMS. EACH SELLER HEREBY REPRESENTS THAT SUCH SELLER HAS NOT VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED TO ANY PERSON ANY RELEASED CLAIMS AND THAT NO PERSON OTHER THAN SUCH SELLER HAS ANY INTEREST IN CONNECTION WITH THE LOAN DOCUMENTS ANY RELEASED CLAIM, WHETHER BY LAW, CONTRACT OR THE TRANSACTIONS CONTEMPLATED THEREBYOTHERWISE.

Appears in 1 contract

Samples: Stock Purchase Agreement (Compass Diversified Holdings)

Waiver and Release. AS A MATERIAL INDUCEMENT FOR THE LENDERS TO INDUCE THE LENDER TO AGREE TO THE TERMS OF EXECUTE THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWERS DO HEREBY RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO SUE, XXQUIT, SATISFY AND WARRANTS THAT AS OF FOREVER DISCHARGE THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AGENT AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSLENDERS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS ATTORNEYS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) AGENTS AND THEIR AFFILIATES AND ASSIGNS FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIESLIABILITY, CLAIMS, RIGHTSCOUNTERCLAIMS, DEFENSES, ACTIONS, CAUSES OF ACTION OR ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHATSOEVER IN LAW OR EQUITY, IN EQUITY WHICH THE BORROWER BORROWERS EVER HAD, NOW HASHAVE, CLAIMS TO HAVE OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF THE BORROWERS HEREAFTER CAN, SHALL OR MAY HAVE AGAINST THE AGENT OR THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, AND THEIR AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF ANY RELEASED PARTY ARISING PRIOR TO MATTER, CAUSE OR THING WHATSOEVER, THROUGH THE DATE HEREOF HEREOF. THE BORROWERS FURTHER EXPRESSLY COVENANT WITH AND FROM WARRANT UNTO THE LENDERS AND THEIR AFFILIATES AND ASSIGNS, THAT THERE EXIST NO CLAIMS, COUNTERCLAIMS, DEFENSES, OBJECTIONS, OFFSETS OR IN CONNECTION WITH CLAIMS OF OFFSET AGAINST THE LENDERS OR THE OBLIGATION OF THE BORROWERS TO PAY THE LENDERS ALL AMOUNTS OWING UNDER THE NOTES, THE LOAN AGREEMENT AND ALL ASSOCIATED LOAN DOCUMENTS OR AS AND WHEN THE TRANSACTIONS CONTEMPLATED THEREBYSAME BECOME DUE AND PAYABLE.

Appears in 1 contract

Samples: Loan Agreement (Railamerica Inc /De)

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES ADMINISTRATIVE AGENT AND ITS EACH LENDER AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Appears in 1 contract

Samples: Credit Agreement (Valneva SE)

Waiver and Release. EXCEPT WITH RESPECT TO INDUCE (A) THE LENDER TO AGREE EXPRESS AGREEMENTS, REPRESENTATIONS, WARRANTIES AND OBLIGATIONS OF SELLERS UNDER THIS AGREEMENT OR UNDER ANY OTHER AGREEMENT EXECUTED BY SELLERS AT CLOSING PURSUANT TO THE TERMS OF THIS AMENDMENTAGREEMENT, AND (B) ANY FRAUD OF ANY RELEASED PARTY, BUYER AND ANYONE CLAIMING BY, THROUGH OR UNDER BUYER HEREBY FULLY AND IRREVOCABLY WAIVES AND RELEASES SELLERS AND EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORSSHAREHOLDERS, EMPLOYEES, OFFICERS, MANAGERS, REPRESENTATIVES, AGENTS, SHAREHOLDERS SUCCESSORS AND ATTORNEYS ASSIGNS (COLLECTIVELY THE EACH, A “RELEASED PARTIESPARTY”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, CLAIMS THAT IT MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST ANY RELEASED PARTY FOR AND AGAINST ANY AND ALL ANY LIABILITIES, CLAIMSWHETHER DIRECT OR INDIRECT, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED FORESEEN OR UNSUSPECTEDUNFORESEEN, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYDISCLAIMED MATTERS.

Appears in 1 contract

Samples: Purchase Agreement (Supervalu Inc)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS A MATERIAL PART OF THE DATE HEREOF THERE ARE NO CLAIMS CONSIDERATION TO SELLER FOR THE SALE OF THE HOTEL HEREUNDER, EXCEPT FOR A CLAIM MADE UNDER THIS SECTION 5 FOR MONETARY DAMAGES DUE TO A BREACH OF A REPRESENTATION OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, BUYER HEREBY WAIVES AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY RELINQUISHES, AND RELEASES SELLER AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR SELLER’S OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, AGENTSEMPLOYEES AND AGENTS (COLLECTIVELY, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE RELEASED PARTIESSELLER RELEASES”) FROM FROM, ANY AND ALL OBLIGATIONSCLAIMS AND REMEDIES (INCLUDING, INDEBTEDNESSWITHOUT LIMITATION, LIABILITIESANY RIGHT OF RESCISSION) AGAINST SELLER RELEASEES OR ANY OF THEM BASED DIRECTLY OR INDIRECTLY ON (A) ANY PAST, CLAIMSPRESENT OR FUTURE CONDITION OF THE HOTEL, RIGHTSINCLUDING, CAUSES WITHOUT LIMITATION, THE RELEASE OR PRESENCE OF ACTION ANY HAZARDOUS SUBSTANCES OR DEMANDS WHATSOEVER(B) ANY MISREPRESENTATION, OR FAILURE TO DISCLOSE TO BUYER ANY INFORMATION, REGARDING THE HOTEL (INCLUDING, WITHOUT LIMITATION, ANY DEFECTIVE, HAZARDOUS OR UNLAWFUL CONDITION WHICH SELLER SHOULD BE AWARE, WHETHER KNOWN OR UNKNOWNNOT SUCH CONDITION REASONABLY COULD HAVE BEEN DISCOVERED BY BUYER THROUGH AN INSPECTION OF THE HOTEL OR THE PROPERTY RECORDS), SUSPECTED OTHER THAN SUCH A MISREPRESENTATION CONSTITUTING WILLFUL FRAUD. BUYER UNDERSTANDS THAT SUCH WAIVER AND RELEASE INCLUDES STATUTORY AS WELL AS “COMMON LAW” AND EQUITABLE RIGHTS AND REMEDIES AND THAT IT COVERS POTENTIAL CLAIMS OF WHICH BUYER MAY BE CURRENTLY UNAWARE OR UNSUSPECTEDUNABLE TO DISCOVER. BUYER ACKNOWLEDGES THAT THE FOREGOING WAIVER AND RELEASE IS OF MATERIAL CONSIDERATION TO SELLER IN ENTERING INTO THIS AGREEMENT, THAT BUYER’S COUNSEL HAS ADVISED BUYER OF THE POSSIBLE LEGAL CONSEQUENCES OF MAKING SUCH WAIVER AND RELEASE AND THAT BUYER HAS TAKEN INTO ACCOUNT, IN AGREEING TO PURCHASE THE HOTEL AT THE PURCHASE PRICE SPECIFIED HEREIN, SELLER’S DISCLAIMER OF ANY WARRANTIES AND REPRESENTATIONS REGARDING THE HOTEL OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN GIVING THE FOREGOING WAIVER AND RELEASE, IT HAS WITH ITS LEGAL COUNSEL, CONSIDERED ANY STATUTE OR OTHER LAW THAT MIGHT APPLY TO AND LIMIT THE EFFECT OF BUYER’S WAIVER AND RELEASE HEREIN AND HEREBY KNOWINGLY WAIVES THE BENEFITS OF ANY SUCH LAW AND INTENDS THAT IT NOT BE APPLICABLE HERE. BUYER REPRESENTS AND WARRANTS TO SELLER THAT NEITHER BUYER OR EQUITYANY OF ITS AFFILIATES IS (OR WILL BE) A PERSON WITH WHOM SELLER IS RESTRICTED FROM TRANSACTING BUSINESS UNDER REGULATIONS OF OFAC (INCLUDING, WHICH THOSE PERSONS NAMED ON OFAC’S SPECIALLY DESIGNATED AND BLOCKED PERSONS LIST) OR UNDER ANY STATUTE, EXECUTIVE ORDER (INCLUDING, THE BORROWER EVER HADSEPTEMBER 23, NOW HAS2001 EXECUTIVE ORDER BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, CLAIMS THREATEN TO HAVE COMMIT, OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM SUPPORT TERRORISM), OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYOTHER GOVERNMENTAL ACTION.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Pebblebrook Hotel Trust)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTEach of the Note Parties warrants and represents to Purchaser that its obligations under the Note Documents are not subject to any credits, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:charges, claims, or rights of offset or deduction of any kind or character whatsoever and, as a material part of the consideration for Purchaser entering into this Amendment, each agrees as follows (the “Release Provision”): (a) WAIVES EACH OF THE NOTE PARTIES HEREBY RELEASES AND FOREVER DISCHARGES PURCHASER AND ITS PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, MANAGERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, PARENT CORPORATIONS, SUBSIDIARIES, AND AFFILIATES (HEREINAFTER ALL OF THE ABOVE COLLECTIVELY REFERRED TO AS “RELEASED PARTIES”) JOINTLY AND SEVERALLY FROM ANY AND ALL SUCH CLAIMS, COUNTERCLAIMS, DEMANDS, DAMAGES, DEBTS, AGREEMENTS, COVENANTS, SUITS, CONTRACTS, OBLIGATIONS, LIABILITIES, ACCOUNTS, OFFSETS, RIGHTS RIGHTS, ACTIONS, AND CAUSES OF RECOUPMENTACTION OF ANY NATURE WHATSOEVER OCCURRING PRIOR TO THE DATE HEREOF, DEFENSES INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY, RE-CHARACTERIZATION, OR COUNTERCLAIMSEQUITABLE SUBORDINATION, WHETHER ARISING AT LAW OR IN EQUITY, PRESENTLY POSSESSED, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR WHETHER LIABILITY BE DIRECT OR INDIRECT, LIQUIDATED OR UNLIQUIDATED, PRESENTLY ACCRUED, WHETHER ABSOLUTE OR CONTINGENT, FORESEEN OR UNFORESEEN, AND WHETHER OR NOT HERETOFORE ASSERTED (“CLAIMS”), WHICH EACH OF THE NOTE PARTIES MAY HAVE OR CLAIM TO HAVE AGAINST ANY OF THE DATE HEREOF; ANDRELEASED PARTIES. (b) RELEASES AND DISCHARGES THE LENDEREach of the Note Parties agrees not to sue any of the Released Parties or in any way assist any other Person in suing any of the Released Parties with respect to any Claim released herein. The Release Provision may be pleaded as a full and complete defense to, ITS AFFILIATES AND ITS AND THEIR OFFICERSand may be used as the basis for an injunction against, DIRECTORSany action, EMPLOYEESsuit, AGENTSor other proceeding that may be instituted, SHAREHOLDERS AND ATTORNEYS prosecuted, or attempted in breach of the release contained herein. (COLLECTIVELY THE “RELEASED PARTIES”c) FROM ANY AND ALL OBLIGATIONSEach of the Note Parties acknowledges, INDEBTEDNESSwarrants, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYand represents that it has read and understands the Release Provision and has had the assistance of independent counsel of its own choice in considering the terms of the Release Provision.

Appears in 1 contract

Samples: Forbearance Agreement (9 Meters Biopharma, Inc.)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTORS (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 1 contract

Samples: Credit Agreement (Natera, Inc.)

Waiver and Release. TO INDUCE THROUGH THE LENDER TO AGREE TO THE TERMS DATE OF THIS AMENDMENTAGREEMENT, THE BORROWER AND EACH CREDIT OBLIGOR REPRESENTS GUARANTOR HEREBY KNOWINGLY AND WARRANTS THAT AS VOLUNTARILY, FOREVER RELEASES, ACQUITS AND DISCHARGES THE AGENT AND THE LENDERS (BUT NOT ANY OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER PRIOR LENDERS), THEIR DIRECTORS, OFFICERS, PARTNERS, TRUSTEES, BENEFICIARIES, EMPLOYEES, AGENTS, CONTROLLING PERSONS AND SHAREHOLDERS (COLLECTIVELY, THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:"RELEASED PARTIES") (aA) WAIVES FROM AND OF ANY AND ALL SUCH CLAIMS ARISING FROM ACTS OR OMISSIONS OF ANY OF THE RELEASED PARTIES OR THE PRIOR LENDERS, THEIR DIRECTORS, OFFICERS, PARTNERS, TRUSTEES, BENEFICIARIES, EMPLOYEES, AGENTS, CONTROLLING PERSONS AND SHAREHOLDERS (COLLECTIVELY, THE "PRIOR LENDER PARTIES") THAT MAY HAVE OCCURRED PRIOR TO THE CLOSING DATE THAT ANY OF THE RELEASED PARTIES OR ANY OF THE PRIOR LENDER PARTIES (1) IS IN ANY WAY RESPONSIBLE FOR THE PAST, CURRENT OR FUTURE CONDITION OR DETERIORATION OF THE BUSINESS OPERATIONS AND/OR FINANCIAL CONDITION OF THE BORROWER, OR (2) BREACHED ANY AGREEMENT TO LOAN MONEY OR MAKE OTHER FINANCIAL ACCOMMODATIONS AVAILABLE TO THE BORROWER OR TO FUND ANY OPERATIONS OF THE BORROWER AT ANY TIME, AND (B) FROM AND OF ANY AND ALL OTHER CLAIMS, OFFSETSDAMAGES, RIGHTS LOSSES, ACTIONS, COUNTERCLAIMS, SUITS, JUDGMENTS, OBLIGATIONS, LIABILITIES, DEFENSES, AFFIRMATIVE DEFENSES, SETOFFS, AND DEMANDS OF RECOUPMENTANY KIND OR NATURE WHATSOEVER, DEFENSES IN LAW OR COUNTERCLAIMSIN EQUITY, WHETHER PRESENTLY KNOWN OR UNKNOWN, WHICH THE BORROWER OR ANY GUARANTOR MAY HAVE HAD, NOW HAVE, OR WHICH IT CAN, SHALL OR MAY HAVE FOR, UPON, OR BY REASON OF ANY MATTER, COURSE OR THING WHATSOEVER RELATING TO, ARISING OUT OF, BASED UPON, OR IN ANY MANNER CONNECTED WITH, ANY TRANSACTION, EVENT, CIRCUMSTANCE, ACTION, FAILURE TO ACT, OR OCCURRENCE OF ANY SORT OR TYPE, WHETHER KNOWN OR UNKNOWN, WHICH OCCURRED, EXISTED, WAS TAKEN, PERMITTED, BEGUN, OR OTHERWISE RELATED OR CONNECTED TO OR WITH ANY OR ALL OF THE LOANS, THIS AGREEMENT, THE AMENDED CREDIT AGREEMENT, ANY OR ALL OF THE LOAN DOCUMENTS, AND/OR ANY DIRECT OR INDIRECT ACTION OR OMISSION OF ANY OF THE RELEASED PARTIES OR THE PRIOR LENDER PARTIES ARISING FROM ACTS OR OMISSIONS OF THE RELEASED PARTIES OR THE PRIOR LENDER PARTIES THAT MAY HAVE OCCURRED PRIOR TO THE CLOSING DATE. THE BORROWER FURTHER AGREES THAT FROM AND AFTER THE DATE HEREOF, IT WILL NOT ASSERT TO ANY PERSON OR ENTITY THAT ANY DETERIORATION OF THE BUSINESS OPERATIONS OR FINANCIAL CONDITION OF THE BORROWER WAS CAUSED BY ANY BREACH OR WRONGFUL ACT OF ANY OF THE RELEASED PARTIES OR THE PRIOR LENDER PARTIES OCCURRING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER. It is the intention of the parties that the foregoing shall be effective as a full and final accord and satisfactory release of each and every matter specifically or generally referred to above. In furtherance of this intention, ITS AFFILIATES AND ITS AND THEIR OFFICERSthe parties acknowledge that each is familiar with Section 1542 of the California Civil Code, DIRECTORSwhich provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, EMPLOYEESwhich if known by him must have materially affected his settlement with the debtor. The parties hereto waive and relinquish any right and benefits which they each may have under said Section 1542. The parties acknowledge that they may hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the Action or the subject matter of this Agreement, AGENTSbut it is their intention to fully, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONSfinally and forever settle and release any and all matters, INDEBTEDNESSdisputes and differences, LIABILITIESknown or unknown, CLAIMSsuspected or unsuspected, RIGHTSwhich do now exist, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYmay exist or heretofore have existed between them.

Appears in 1 contract

Samples: Credit Agreement (Checkers Drive in Restaurants Inc /De)

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER, THE ADDITIONAL DELAYED DRAW BORROWER, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 1 contract

Samples: Credit Agreement (Xtant Medical Holdings, Inc.)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS A MATERIAL PART OF THE DATE HEREOF THERE ARE NO CONSIDERATION TO SELLER FOR THE SALE OF THE HOTEL HEREUNDER, EXCEPT FOR A CLAIM MADE FOR MONETARY DAMAGES DUE TO A BREACH OF A REPRESENTATION, WARRANTY OR COVENANT OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT, AND EXCEPT FOR ANY CLAIMS BASED ON ANY INDEMNIFICATIONS PROVIDED BY SELLER HEREIN OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS IN SELLER’S CLOSING DOCUMENTS, BUYER HEREBY WAIVES AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY RELINQUISHES, AND RELEASES SELLER AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR SELLER’S OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, AGENTSEMPLOYEES AND AGENTS (COLLECTIVELY, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE RELEASED SELLER RELEASE PARTIES”) FROM FROM, ANY AND ALL OBLIGATIONSCLAIMS AND REMEDIES (INCLUDING, INDEBTEDNESSWITHOUT LIMITATION, LIABILITIESANY RIGHT OF RESCISSION) AGAINST SELLER RELEASE PARTIES OR ANY OF THEM BASED DIRECTLY OR INDIRECTLY ON (A) ANY PAST, CLAIMSPRESENT OR FUTURE CONDITION OF THE HOTEL, RIGHTSINCLUDING, CAUSES WITHOUT LIMITATION, THE RELEASE OR PRESENCE OF ACTION ANY HAZARDOUS SUBSTANCES OR DEMANDS WHATSOEVER(B) ANY MISREPRESENTATION, OR FAILURE TO DISCLOSE TO BUYER ANY INFORMATION, REGARDING THE HOTEL (INCLUDING, WITHOUT LIMITATION, ANY DEFECTIVE, HAZARDOUS OR UNLAWFUL CONDITION WHICH SELLER SHOULD BE AWARE, WHETHER KNOWN OR UNKNOWNNOT SUCH CONDITION REASONABLY COULD HAVE BEEN DISCOVERED BY BUYER THROUGH AN INSPECTION OF THE HOTEL OR THE PROPERTY RECORDS), SUSPECTED OTHER THAN SUCH A MISREPRESENTATION CONSTITUTING FRAUD. BUYER UNDERSTANDS THAT SUCH WAIVER AND RELEASE INCLUDES STATUTORY AS WELL AS “COMMON LAW” AND EQUITABLE RIGHTS AND REMEDIES AND THAT IT COVERS POTENTIAL CLAIMS OF WHICH BUYER MAY BE CURRENTLY UNAWARE OR UNSUSPECTEDUNABLE TO DISCOVER. BUYER ACKNOWLEDGES THAT THE FOREGOING WAIVER AND RELEASE IS OF MATERIAL CONSIDERATION TO SELLER IN ENTERING INTO THIS AGREEMENT, THAT BUYER’S COUNSEL HAS ADVISED BUYER OF THE POSSIBLE LEGAL CONSEQUENCES OF MAKING SUCH WAIVER AND RELEASE AND THAT BUYER HAS TAKEN INTO ACCOUNT, IN AGREEING TO PURCHASE THE HOTEL AT THE PURCHASE PRICE SPECIFIED HEREIN, SELLER’S DISCLAIMER OF ANY WARRANTIES AND REPRESENTATIONS REGARDING THE HOTEL OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN AND IN SELLER’S CLOSING DOCUMENTS. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN GIVING THE FOREGOING WAIVER AND RELEASE, IT HAS WITH ITS LEGAL COUNSEL, CONSIDERED ANY STATUTE OR OTHER LAW OR EQUITYTHAT MIGHT APPLY TO AND LIMIT THE EFFECT OF BUYER’S WAIVER AND RELEASE HEREIN AND HEREBY KNOWINGLY WAIVES THE BENEFITS OF ANY SUCH LAW AND INTENDS THAT IT NOT BE APPLICABLE HERE, INCLUDING, BUT NOT LIMITED TO THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE BORROWER EVER HADCREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, NOW HAS, CLAIMS TO WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION HER SETTLEMENT WITH THE LOAN DOCUMENTS OR DEBTOR.” AND, BEING AWARE THAT SAID SECTION 1542 MIGHT OTHERWISE APPLY TO AND LIMIT THE TRANSACTIONS CONTEMPLATED THEREBY.EFFECT OF BUYER’S WAIVER AND RELEASE HEREIN, KNOWINGLY WAIVES THE BENEFITS OF SUCH STATUTE AND INTENDS THAT IT NOT BE APPLICABLE HERE. Buyer’s Initials

Appears in 1 contract

Samples: Purchase and Sale Agreement (Chesapeake Lodging Trust)

Waiver and Release. TO INDUCE THE LENDER LENDERS TO AGREE TO THE TERMS OF THIS A&R AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTORS (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDERLENDERS AND THE AGENT, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE RELEASING PARTIES AND THE RELEASED PARTIES HEREBY AGREE THAT THE RELEASE CONTAINED HEREIN DOES NOT INCLUDE A RELEASE OF ANY CLAIM OR OBLIGATION AGAINST THE RELEASED PARTIES ARISING AFTER THE DATE HEREOF UNDER THE TERMS OF THE LOAN DOCUMENTS WHICH CLAIM OR OBLIGATION DOES NOT ARISE, DIRECTLY OR INDIRECTLY, OUT OF AND IS IN NO WAY BASED UPON MATTERS, THINGS, ACTS, CONDUCT AND/OR OMISSIONS OCCURRING PRIOR TO THE DATE HEREOF. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS A&R AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS A&R AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 1 contract

Samples: Credit Agreement (Theratechnologies Inc.)

Waiver and Release. TO INDUCE THE LENDER LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTORS (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDERLENDERS AND THE AGENT, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE RELEASING PARTIES AND THE RELEASED PARTIES XXXXXX AGREE THAT THE RELEASE CONTAINED HEREIN DOES NOT INCLUDE A RELEASE OF ANY CLAIM OR OBLIGATION AGAINST THE RELEASED PARTIES ARISING AFTER THE DATE HEREOF UNDER THE TERMS OF THE LOAN DOCUMENTS WHICH CLAIM OR OBLIGATION DOES NOT ARISE, DIRECTLY OR INDIRECTLY, OUT OF AND IS IN NO WAY BASED UPON MATTERS, THINGS, ACTS, CONDUCT AND/OR OMISSIONS OCCURRING PRIOR TO THE DATE HEREOF. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 1 contract

Samples: Credit Agreement (Theratechnologies Inc.)

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENTWAIVER, EACH CREDIT OBLIGOR REPRESENTS THE BORROWERS, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 1 contract

Samples: Waiver (Xtant Medical Holdings, Inc.)

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PUPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 1 contract

Samples: Credit Agreement (Xtant Medical Holdings, Inc.)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS A MATERIAL PART OF THE DATE HEREOF THERE ARE NO CLAIMS CONSIDERATION TO SELLER FOR THE SALE OF THE HOTEL HEREUNDER, EXCEPT FOR A CLAIM MADE UNDER THIS SECTION 5 FOR MONETARY DAMAGES DUE TO A BREACH OF A REPRESENTATION OR OFFSETS AGAINST OTHER OBLIGATION OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS FOR SELLER'S OWN WILLFUL FRAUD, BUYER HEREBY WAIVES AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY RELINQUISHES, AND RELEASES SELLER AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR SELLER'S OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, AGENTSEMPLOYEES AND AGENTS (COLLECTIVELY, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”"SELLER RELEASEES") FROM FROM, ANY AND ALL OBLIGATIONSCLAIMS AND REMEDIES (INCLUDING, INDEBTEDNESSWITHOUT LIMITATION, LIABILITIESANY RIGHT OF RESCISSION) AGAINST SELLER RELEASEES OR ANY OF THEM BASED DIRECTLY OR INDIRECTLY ON (A) ANY PAST, CLAIMSPRESENT OR FUTURE CONDITION OF THE HOTEL, RIGHTSINCLUDING, CAUSES WITHOUT LIMITATION, THE RELEASE OR PRESENCE OF ACTION ANY HAZARDOUS SUBSTANCES OR DEMANDS WHATSOEVER(B) ANY MISREPRESENTATION, OR FAILURE TO DISCLOSE TO BUYER ANY INFORMATION, REGARDING THE HOTEL (INCLUDING, WITHOUT LIMITATION, ANY DEFECTIVE, HAZARDOUS OR UNLAWFUL CONDITION WHICH SELLER SHOULD BE AWARE, WHETHER KNOWN OR UNKNOWNNOT SUCH CONDITION REASONABLY COULD HAVE BEEN DISCOVERED BY BUYER THROUGH AN INSPECTION OF THE HOTEL OR THE PROPERTY RECORDS). BUYER UNDERSTANDS THAT SUCH WAIVER AND RELEASE INCLUDES STATUTORY AS WELL AS "COMMON LAW" AND EQUITABLE RIGHTS AND REMEDIES AND THAT IT COVERS POTENTIAL CLAIMS OF WHICH BUYER MAY BE CURRENTLY UNAWARE OR UNABLE TO DISCOVER. BUYER ACKNOWLEDGES THAT THE FOREGOING WAIVER AND RELEASE IS OF MATERIAL CONSIDERATION TO SELLER IN ENTERING INTO THIS AGREEMENT, SUSPECTED OR UNSUSPECTEDTHAT BUYER'S COUNSEL HAS ADVISED BUYER OF THE POSSIBLE LEGAL CONSEQUENCES OF MAKING SUCH WAIVER AND RELEASE AND THAT BUYER HAS TAKEN INTO ACCOUNT, IN AGREEING TO PURCHASE THE HOTEL AT THE PURCHASE PRICE SPECIFIED HEREIN, SELLER'S DISCLAIMER OF ANY WARRANTIES AND REPRESENTATIONS REGARDING THE HOTEL OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN GIVING THE FOREGOING WAIVER AND RELEASE, IT HAS WITH ITS LEGAL COUNSEL, CONSIDERED ANY STATUTE OR OTHER LAW OR EQUITY, WHICH THAT MIGHT APPLY TO AND LIMIT THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST EFFECT OF BUYER'S WAIVER AND RELEASE HEREIN AND HEREBY KNOWINGLY WAIVES THE BENEFITS OF ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF SUCH LAW AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYINTENDS THAT IT NOT BE APPLICABLE HERE.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (CNL Hospitality Properties Inc)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS IN CONSIDERATION OF AGENT’S AND EACH LENDER’S EXECUTION AND DELIVERY OF THIS FIRST AMENDMENT, BORROWER HEREBY, INDIVIDUALLY AND COLLECTIVELY, WAIVES, RELEASES AND FOREVER DISCHARGES AGENT, EACH CREDIT OBLIGOR REPRESENTS LENDER AND WARRANTS THAT AS THEIR PREDECESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, ATTORNEYS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, AND EACH OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS THEM, OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES FROM ANY AND ALL SUCH CLAIMS, OFFSETSDEMANDS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER SET-OFFS, DEFENSES, DEBTS, OBLIGATIONS, COSTS, EXPENSES, ACTIONS, CAUSES OF ACTION AND DAMAGES OF EVERY KIND, NATURE AND DESCRIPTION WHATSOEVER, KNOWN OR UNKNOWN, FORESEEABLE OR UNFORESEEABLE, LIQUIDATED OR UNLIQUIDATED, AND INSURED OR UNINSURED, WHICH BORROWER AND/OR ANY SUBSIDIARY HERETOFORE, NOW AND FROM TIME TO TIME HEREAFTER OWNS, HOLDS OR HAS BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER, ARISING PRIOR TO ON OR BEFORE THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDEROF THIS FIRST AMENDMENT FROM, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS RELATING TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS DOCUMENTS, THE LOANS OR THE TRANSACTIONS CONTEMPLATED THEREBYANY OTHER OBLIGATIONS OF BORROWER TO AGENT AND LENDERS.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Continental Materials Corp)

Waiver and Release. TO INDUCE THE AS A MATERIAL INDUCEMENT FOR LENDER TO AGREE MAKE THE FUTURE ADVANCE AND TO THE TERMS OF ACCEPT THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER DOES HEREBY RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO XXX, ACQUIT, SATISFY AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE FOREVER DISCHARGE LENDER, ITS OFFICERS DIRECTORS, EMPLOYEES AND AGENTS AND ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) ASSIGNS FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIESLIABILITY, CLAIMS, RIGHTSCOUNTERCLAIMS, DEFENSES, ACTIONS, CAUSES OF ACTION OR ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHATSOEVER IN LAW OR EQUITY, IN EQUITY WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF BORROWER HEREAFTER CAN, SHALL OR MAY HAVE AGAINST LENDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, AND ITS AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF ANY RELEASED PARTY MATTER, CAUSE OR THING WHATSOEVER, THROUGH THE DATE HEREOF. BORROWER FURTHER EXPRESSLY AGREES THAT THE FOREGOING RELEASE AND WAIVER AGREEMENT IS INTENDED TO BE AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAWS OF THE STATE OF FLORIDA. IN ADDITION TO, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND IN CONSIDERATION OF LENDER'S MAKING THE FUTURE ADVANCE AND ACCEPTING THIS AGREEMENT, BORROWER COVENANTS WITH AND WARRANTS UNTO LENDER, AND ITS AFFILIATES AND ASSIGNS, THAT THERE PRESENTLY EXIST NO CLAIMS, COUNTERCLAIMS, DEFENSES, OBJECTIONS, OFFSETS OR CLAIMS OF OFFSETS AGAINST LENDER OR THE OBLIGATION OF BORROWER TO PAY ALL INDEBTEDNESS AND OBLIGATIONS DUE AND OWING FROM BORROWER TO LENDER WHEN AND AS THE SAME BECOME DUE AND PAYABLE. WAIVER OF TRIAL BY JURY. BORROWER AND LENDER HEREBY MUTUALLY KNOWINGLY, WILLINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO TRIAL BY JURY, AND, NO PARTY, NOR ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL REPRESENTATIVE OF THE PARTIES (ALL OF WHOM ARE HEREINAFTER REFERRED TO AS THE "PARTIES") SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEEDING BASED UPON OR ARISING PRIOR OUT OF THIS AGREEMENT OR THE LOAN DOCUMENTS, OR ANY INSTRUMENT EVIDENCING, SECURING, OR RELATING TO THE DATE HEREOF AND FROM LOAN, ANY RELATED AGREEMENT OR IN CONNECTION WITH INSTRUMENT, ANY OTHER COLLATERAL FOR THE LOAN DOCUMENTS OR ANY COURSE OF ACTION, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS RELATING TO THE TRANSACTIONS CONTEMPLATED THEREBYLOAN OR TO THIS AGREEMENT. THE PARTIES ALSO WAIVE ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES. THE WAIVER CONTAINED HEREIN IS IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND SHALL BE SUBJECT TO NO EXCEPTIONS. LENDER HAS IN NO WAY AGREED WITH OR REPRESENTED TO BORROWER OR TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Appears in 1 contract

Samples: Construction Loan Agreement (Vacation Break Usa Inc)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTAS A MATERIAL INDUCEMENT FOR, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY CONSIDERATION OF, HSBC'S AGREEMENTS HEREIN, HWS AND ALL SUCH CLAIMSHRB AND THEIR RESPECTIVE SUCCESSORS, OFFSETSASSIGNS, RIGHTS OF RECOUPMENTEXECUTORS AND ADMINISTRATORS HEREBY WAIVE, DEFENSES OR COUNTERCLAIMSRELEASE, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES REMISE AND DISCHARGES THE LENDERFOREVER DISCHARGE HSBC, ITS AFFILIATES PAST AND ITS AND THEIR OFFICERSPRESENT, SHAREHOLDERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) ADMINISTRATORS OF AND FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTSMANNER OF ACTIONS, CAUSES OF ACTION OR ACTION, SUITS, CROSSCLAIMS, COUNTERCLAIMS, DEBTS, DUES, SUMS OF MONEY, ACCOUNTS, BILLS, COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS, PROMISES, VARIANCES, DAMAGES, JUDGMENTS, CLAIMS AND DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR IN EQUITY, WHICH THE BORROWER AGAINST HSBC; HWS OR HRB, EVER HAD, NOW HAS, CLAIMS TO HAVE OR HWS OR HRB AND ITS SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS, OR ADMINISTRATORS IN BOTH THEIR PERSONAL AND BUSINESS CAPACITIES CAN, SHALL OR MAY HAVE AGAINST FOR, UPON OR BY REASON OF ANY RELEASED PARTY ARISING PRIOR MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DAY OF THE DATE HEREOF OF THIS AGREEMENT. HWS AND FROM OR IN CONNECTION WITH HRB CONFIRM THAT THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYFOREGOING WAIVER AND RELEASE IS AN INFORMED WAIVER AND RELEASE AND FREELY GIVEN.

Appears in 1 contract

Samples: Agreement (Hotelworks Com Inc)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS EACH BORROWER (IN ITS OWN RIGHT AND ON BEHALF OF THIS AMENDMENTITS OFFICERS, EACH CREDIT OBLIGOR REPRESENTS EMPLOYEES, ATTORNEYS AND WARRANTS AGENTS) HEREBY EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT AS OF THE DATE HEREOF THERE ARE IT HAS NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, OFFSETSCAUSES OF ACTION, RIGHTS ACTIONS OR DAMAGES OF RECOUPMENT, DEFENSES ANY CHARACTER OR COUNTERCLAIMSNATURE, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT, OR INDIRECT, AGAINST LENDER, ANY OF ITS AFFILIATES AND OR ANY OF ITS AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AGENTSATTORNEYS OR REPRESENTATIVES (COLLECTIVELY, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED LENDER-RELATED PARTIES”) FROM OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE INDEBTEDNESS OR ANY LIENS OR SECURITY INTERESTS OF LENDER. IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF XXXXXX TO ENTER INTO THIS AGREEMENT, EACH OF THE BORROWERS HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND FOREVER DISCHARGES LENDER-RELATED PARTIES FROM, AND COVENANTS NOT TO SUE LENDER-RELATED PARTIES FOR, ANY AND ALL OBLIGATIONSSETOFFS, INDEBTEDNESSCOUNTERCLAIMS, LIABILITIESADJUSTMENTS, RECOUPMENTS, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVERACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS AND EXPENSES OF EVERY NATURE AND CHARACTER, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, SUSPECTED ACTUAL OR UNSUSPECTEDPUNITIVE, FORESEEN OR UNFORESEEN, DIRECT OR INDIRECT WHICH ANY OF THE BORROWERS NOW OWNS AND HOLDS, OR HAS AT ANY TIME HERETOFORE OWNED OR HELD, SUCH WAIVER, RELEASE, DISCHARGE AND COVENANT BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, RELEASE, DISCHARGE AND COVENANT AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO. THIS SECTION 8.15 IS IN LAW ADDITION TO ANY OTHER RELEASE OF ANY OF LENDER-RELATED PARTIES BY BORROWERS AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE, OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST WAIVER BY BORROWERS IN FAVOR OF ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYOF LENDER-RELATED PARTIES.

Appears in 1 contract

Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHE RELEASING PARIES: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Appears in 1 contract

Samples: Credit Agreement (Verrica Pharmaceuticals Inc.)

Waiver and Release. EACH OF THE BORROWERS (IN ITS OWN RIGHT AND ON BEHALF OF ITS OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS) AND EACH OF THE GUARANTORS HEREBY EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT IT HAS NO SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, CAUSES OF ACTION, ACTIONS OR DAMAGES OF ANY CHARACTER OR NATURE ARISING OUT OF OR FROM OR RELATED TO INDUCE THE CREDIT AGREEMENT, THE FINANCING ORDER, OR ANY OF THE OTHER LOAN DOCUMENTS, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT OR INDIRECT, AGAINST THE LENDER, ANY OF ITS AFFILIATES OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS OR REPRESENTATIVES (COLLECTIVELY, THE “LENDER-RELATED PARTIES”) OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE DIP OBLIGATIONS OR ANY LIENS OR SECURITY INTERESTS OF THE LENDER. IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF THE LENDER TO AGREE TO THE TERMS OF ENTER INTO THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT BORROWERS AND THE GUARANTORS HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND FOREVER DISCHARGES THE LENDER-RELATED PARTIES FROM, AND COVENANTS NOT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER XXX THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES LENDER-RELATED PARTIES FOR, ANY AND ALL SUCH SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, CLAIMS, OFFSETSCAUSES OF ACTION, RIGHTS ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS AND EXPENSES OF RECOUPMENTEVERY NATURE AND CHARACTER ARISING OUT OF OR FROM OR RELATED TO THE CREDIT AGREEMENT, DEFENSES THE FINANCING ORDER, OR COUNTERCLAIMSANY OF THE OTHER LOAN DOCUMENTS, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ARISING PRIOR ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT OR INDIRECT WHICH ANY OF THE BORROWERS OR GUARANTORS NOW OWNS AND HOLDS, OR HAS AT ANY TIME HERETOFORE OWNED OR HELD, SUCH WAIVER, RELEASE, DISCHARGE AND COVENANT BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, RELEASE, DISCHARGE AND COVENANT AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO. THIS SECTION 7 IS IN ADDITION TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES ANY OTHER RELEASE OF ANY OF THE LENDER-RELATED PARTIES BY THE BORROWERS OR GUARANTORS AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY COVENANT NOT TO XXX OR WAIVER BY THE “RELEASED BORROWERS OR GUARANTORS IN FAVOR OF ANY OF THE LENDER-RELATED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Appears in 1 contract

Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement

Waiver and Release. (a) EFFECTIVE AS OF THE DATE HEREOF, TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR THE BORROWER REPRESENTS AND WARRANTS THAT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO TO, ITS OBLIGATIONS UNDER THIS AMENDMENT OR THE OTHER LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEREWITH, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER: (ai) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (bii) RELEASES FOREVER RELEASES, RELIEVES, AND DISCHARGES THE LENDER, ITS AFFILIATES ADMINISTRATIVE AGENT AND ITS EACH LENDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER ARISING AT LAW OR IN EQUITY, WHICH THE BORROWER EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING TIME FROM THE DATE THAT WAS NINETY (90) DAYS PRIOR TO THE DATE HEREOF THROUGH AND FROM INCLUDING THE DATE HEREOF, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (b) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE BORROWER ACKNOWLEDGES THAT IT IS AWARE THAT IT MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH IT KNOWS OR BELIEVES TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE BORROWER, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (c) THE BORROWER COVENANTS AND AGREES NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANTS AND AGREES THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (d) THE BORROWER REPRESENTS AND WARRANTS TO THE RELEASED PARTIES THAT IT HAS NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (e) THE BORROWER ACKNOWLEDGES THAT IT HAS HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND PRINCIPLES OF COMMON LAW THAT HAVE SIMILAR EFFECT.

Appears in 1 contract

Samples: Credit Agreement and Guaranty (Invitae Corp)

Waiver and Release. TO INDUCE AS A MATERIAL INDUCEMENT FOR THE LENDER TO AGREE TO THE TERMS OF EXECUTE THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER DOES HEREBY RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO XXX, ACQUIT, SATISFY AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES FOREVER DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS ATTORNEYS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) AGENTS AND ITS AFFILIATES AND ASSIGNS FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIESLIABILITY, CLAIMS, RIGHTSCOUNTERCLAIMS, DEFENSES, ACTIONS, CAUSES OF ACTION OR DEMANDS WHATSOEVERACTION, WHETHER KNOWN OR UNKNOWNSUITS, SUSPECTED OR UNSUSPECTEDCONTROVERSIES, AGREEMENTS, PROMISES AND DEMAND WHATSOEVER IN LAW OR EQUITY, IN EQUITY WHICH THE EACH BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF EACH BORROWER HEREAFTER CAN, SHALL OR MAY HAVE AGAINST THE LENDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, AND ITS AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF ANY RELEASED PARTY ARISING PRIOR MATTER, CAUSE OR THING WHATSOEVER, THROUGH THE DATE HEREOF. EACH BORROWER FURTHER EXPRESSLY COVENANTS WITH AND WARRANTS UNTO THE LENDER AND ITS AFFILIATES AND ASSIGNS, THAT THERE EXIST NO CLAIMS, COUNTERCLAIMS, DEFENSES, OBJECTIONS, OFFSETS OR CLAIMS OF OFFSET AGAINST THE LENDER OR THE OBLIGATION OF EACH BORROWER TO PAY THE LENDER ALL AMOUNTS OWING UNDER THE NOTE, THE LOAN AGREEMENT AND ALL ASSOCIATED LOAN DOCUMENTS AS AND WHEN THE SAME BECOME DUE AND PAYABLE. NOTWITHSTANDING THE ABOVE, THE PARTIES DO HEREBY ACKNOWLEDGE THAT ANY DEPOSIT ACCOUNT(S) OF BORROWER MAINTAINED WITH LENDER ARE SUBJECT TO THE DATE HEREOF TERMS AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYPROVISIONS OF ANY AGREEMENT(S) RELATED TO THOSE ACCOUNT(S), PROVIDED HOWEVER, THAT BORROWER IS UNAWARE OF ANY CLAIMS CONCERNING THOSE ACCOUNT(S) AT THIS TIME.

Appears in 1 contract

Samples: Loan Agreement (Streicher Mobile Fueling Inc)

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHE RELEASING PARTIES: (a) WAIVES 1. WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES 2. FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. 3. IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. 4. COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. 5. REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. 6. ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Appears in 1 contract

Samples: Credit Agreement (Verrica Pharmaceuticals Inc.)

Waiver and Release. TO INDUCE THE LENDER AGENTS AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENTCONSENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AGENTS THE LENDERS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Appears in 1 contract

Samples: Consent (Acutus Medical, Inc.)

Waiver and Release. TO INDUCE THE LENDER AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE PARENT, THE BORROWER AND WARRANTS THAT THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERAGENT, ITS AFFILIATES AND ITS THE LENDERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 1 contract

Samples: Credit Agreement and Guaranty (Allurion Technologies, Inc.)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS LICENSEE HEREBY WAIVES AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES RELEASES ANY AND ALL SUCH CLAIMS, OFFSETSDAMAGES, RIGHTS LOSSES, COSTS, EXPENSES, SUITS, AND CAUSES OF RECOUPMENT, DEFENSES OR COUNTERCLAIMSACTION, WHETHER KNOWN OR KNOWN, UNKNOWN, ARISING PRIOR TO SUSPECTED, OR UNSUSPECTED (COLLECTIVELY, “CLAIMS”), THAT HE OR SHE MAY NOW OR IN THE DATE HEREOF; AND (b) RELEASES FUTURE HAVE AGAINST LICENSOR, THE UNIVERSITY, AND DISCHARGES THE LENDERANY OF THEIR RESPECTIVE OFFICERS, ITS AFFILIATES AND ITS AND THEIR OFFICERSTRUSTEES, DIRECTORS, AGENTS, REPRESENTATIVES, EMPLOYEES, AGENTSCONTRACTORS, SHAREHOLDERS AND ATTORNEYS VOLUNTEERS (COLLECTIVELY COLLECTIVELY, THE “RELEASED LICENSOR PARTIES”) FOR PERSONAL INJURY, PROPERTY DAMAGE, OR DEATH THAT MAY ARISE FROM THE USE OF, OR OCCUR ON, THE ASSIGNED SPACE, THE UNIT, THE BUILDING, AMENITIES, AND/OR THE UNIVERSITY’S CAMPUS BY LICENSEE OR LICENSEE’S GUESTS, OR INVITEES, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE CAUSED BY OTHER PERSONS, THEFT, BURGLARY, ASSAULT, VANDALISM, OR OTHER CRIMES, FIRE, FLOOD, WATER, OR ANY OTHER ACTS OF GOD, FAILURE OF ANY SAFETY EQUIPMENT, LICENSOR’S PERFORMANCE UNDER THIS AGREEMENT, OR BY THE INTERRUPTIONS OF UTILITIES. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT, REGARDLESS OF THE CAUSE OF SUCH EXPIRATION OR EARLIER TERMINATION, AND ALL OBLIGATIONSWILL APPLY EVEN IF SUCH INJURY, INDEBTEDNESSLOSS, LIABILITIESDAMAGE, CLAIMSOR DEATH IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM FULLEST EXTENT ALLOWED BY LAW, GROSS NEGLIGENCE OF ANY ONE OR IN CONNECTION WITH MORE OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYLICENSOR PARTIES.

Appears in 1 contract

Samples: Residency License Agreement

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTOR REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITEACH OF THEM: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS SHAREHOLDERS, PARTNERS, MEMBERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER OR THE GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Appears in 1 contract

Samples: Credit Agreement (Universal Biosensors Inc)

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES ADMINISTRATIVE AGENT AND ITS EACH LENDER AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Appears in 1 contract

Samples: Credit Agreement (Valneva SE)

Waiver and Release. TO INDUCE THE LENDER LENDER, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTORS (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE RELEASING PARTIES AND THE RELEASED PARTIES HEREBY AGREE THAT THE RELEASE CONTAINED HEREIN DOES NOT INCLUDE A RELEASE OF ANY CLAIM OR OBLIGATION AGAINST THE RELEASED PARTIES ARISING AFTER THE DATE HEREOF UNDER THE TERMS OF THE LOAN DOCUMENTS WHICH CLAIM OR OBLIGATION DOES NOT ARISE, DIRECTLY OR INDIRECTLY, OUT OF AND IS IN NO WAY BASED UPON MATTERS, THINGS, ACTS, CONDUCT AND/OR OMISSIONS OCCURRING PRIOR TO THE DATE HEREOF. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN 3 ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Appears in 1 contract

Samples: Credit Agreement (TransMedics Group, Inc.)

Waiver and Release. TO INDUCE FOR GOOD AND VALUABLE CONSIDERATION, THE LENDER TO AGREE TO THE TERMS RECEIPT AND SUFFICIENCY OF THIS AMENDMENTWHICH ARE HEREBY ACKNOWLEDGED, EACH CREDIT OBLIGOR REPRESENTS PARTY HEREBY, FOR ITSELF AND WARRANTS THAT AS ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES EACH OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS ADMINISTRATIVE AGENT, THE LENDERS, CO-SYNDICATION AGENTS, THE ISSUER, AND EACH OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS THEIR RESPECTIVE SUCCESSORS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSASSIGNS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, SHAREHOLDERS ADVISORS (INCLUDING ATTORNEYS, ACCOUNTANTS AND ATTORNEYS EXPERTS) AND AFFILIATES (COLLECTIVELY THE “RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL OBLIGATIONSACTIONS, INDEBTEDNESSCLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, CLAIMSCOSTS, RIGHTSDAMAGES, CAUSES EXPENSES OR OTHER OBLIGATIONS OF ACTION OR DEMANDS ANY KIND AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED DIRECT AND/OR UNSUSPECTEDINDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES, IN LAW EACH CASE, ON OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE FIRST AMENDMENT EFFECTIVE DATE HEREOF AND FROM ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THIS FIRST AMENDMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, THE “RELEASED MATTERS”). THE CERDIT PARTIES, BY EXECUTION HEREOF, EACH HEREBY ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS IN THIS SECTION 7 ARE INTENDED TO COVER AND BE IN FULL SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYRELEASED MATTERS.

Appears in 1 contract

Samples: Credit Agreement (Unit Corp)

Waiver and Release. TO INDUCE THE LENDER TO AGREE I AGREE, TO THE TERMS GREATEST EXTENT PERMITTED BY LAW, TO WAIVE ANY AND ALL CLAIMS THAT I HAVE OR MAY IN THE FUTURE HAVE AGAINST THE RELEASEES, AND TO RELEASE THE RELEASEES FROM ANY AND ALL LIABILITY FOR ANY LOSS, DAMAGE, EXPENSE, OR INJURY (INCLUDING DEATH) THAT I OR MY NEXT OF THIS AMENDMENTKIN MAY SUFFER AS A RESULT OF MY PARTICIPATION IN THE ACTIVITIES, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS DUE TO ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THOSE CLAIMS BASED ON ANY OF THE DATE HEREOF THERE ARE NO CLAIMS RELEASEES’ ALLEGED OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITACTUAL: (a) WAIVES NEGLIGENCE, INCLUDING FAILURE ON THE PART OF ANY OF THE RELEASEES TO TAKE REASONABLE STEPS TO SAFEGUARD OR PROTECT ME FROM THE RISKS, DANGERS, AND ALL SUCH CLAIMS, OFFSETS, RIGHTS HAZARDS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; ANDACTIVITIES; (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM BREACH OF ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION CONTRACT OR DEMANDS WHATSOEVERWARRANTY, WHETHER KNOWN EXPRESS OR UNKNOWNIMPLIED; AND/OR (c) BREACH OF ANY STATUTORY OR OTHER DUTY OF CARE, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH INCLUDING ANY DUTY OF CARE UNDER THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYBRITISH COLUMBIA OCCUPIERS LIABILITY ACT RSBC 1996 c 337.

Appears in 1 contract

Samples: Release of Liability Agreement

Waiver and Release. TO INDUCE FOR GOOD AND VALUABLE CONSIDERATION, THE LENDER TO AGREE TO THE TERMS RECEIPT AND SUFFICIENCY OF THIS AMENDMENTWHICH ARE HEREBY ACKNOWLEDGED, EACH CREDIT OBLIGOR REPRESENTS PARTY HEREBY, FOR ITSELF AND WARRANTS THAT AS ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES EACH OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS ADMINISTRATIVE AGENT, THE LENDERS, CO-SYNDICATION AGENTS, THE ISSUER, AND EACH OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS THEIR RESPECTIVE SUCCESSORS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSASSIGNS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, SHAREHOLDERS ADVISORS (INCLUDING ATTORNEYS, ACCOUNTANTS AND ATTORNEYS EXPERTS) AND AFFILIATES (COLLECTIVELY THE “RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL OBLIGATIONSACTIONS, INDEBTEDNESSCLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, CLAIMSCOSTS, RIGHTSDAMAGES, CAUSES EXPENSES OR OTHER OBLIGATIONS OF ACTION OR DEMANDS ANY KIND AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED DIRECT AND/OR UNSUSPECTEDINDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES, IN LAW EACH CASE, ON OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE FIFTH AMENDMENT EFFECTIVE DATE HEREOF AND FROM ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH ANY WAY CONNECTED TO ANY OF THIS FIFTH AMENDMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENTS DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Appears in 1 contract

Samples: Credit Agreement (Unit Corp)

Waiver and Release. TO INDUCE 6.4.1 EXCEPT FOR A CLAIM MADE UNDER THIS SECTION 6 FOR A BREACH OF CONTRACTUAL REPRESENTATION, FRAUD OR ANY OTHER BREACH BY SELLER HEREUNDER, BUYER HEREBY WAIVES AND RELINQUISHES, AND RELEASES THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTSELLER PARTIES FROM, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSCLAIMS AGAINST THE SELLER PARTIES OR ANY OF THEM BASED ON (A) A FAILURE TO DISCLOSE TO BUYER ANY INFORMATION REGARDING THE PROPERTY OR ON ANY MISREPRESENTATION REGARDING THE PROPERTY (INCLUDING ANY DEFECTIVE, OFFSETSHAZARDOUS OR UNLAWFUL CONDITION WHICH SELLER SHOULD BE AWARE OF OR WHICH COULD BE DISCOVERED THROUGH AN INSPECTION OF THE PROPERTY OR THE PROPERTY RECORDS), RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN (B) ARISING FROM OR UNKNOWN, ARISING PRIOR RELATED TO THE DATE HEREOF; ANDEXISTENCE OR PRESENCE OF HAZARDOUS SUBSTANCES IN, ON, UNDER OR ABOUT THE HOTEL OR THE VIOLATION OF ANY PROPERTY WITH ANY ENVIRONMENTAL LAWS. (b) RELEASES 6.4.2 BUYER UNDERSTANDS THAT SUCH WAIVER AND DISCHARGES RELEASE INCLUDES STATUTORY AS WELL AS "COMMON LAW" AND EQUITABLE RIGHTS AND REMEDIES AND THAT IT COVERS POTENTIAL CLAIMS OF WHICH BUYER MAY BE CURRENTLY UNAWARE OR UNABLE TO DISCOVER. BUYER ACKNOWLEDGES THAT THE LENDERFOREGOING WAIVER AND RELEASE IS OF MATERIAL CONSIDERATION TO SELLER IN ENTERING INTO THIS AGREEMENT, ITS AFFILIATES THAT BUYER'S COUNSEL HAS ADVISED BUYER OF THE POSSIBLE LEGAL CONSEQUENCES OF MAKING SUCH WAIVER AND ITS RELEASE AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTEDTHAT BUYER HAS TAKEN INTO ACCOUNT, IN LAW AGREEING TO PURCHASE THE PROPERTY AT THE PURCHASE PRICE SPECIFIED HEREIN, SELLER'S DISCLAIMER OF ANY WARRANTIES AND REPRESENTATIONS REGARDING THE PROPERTY OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN. BUYER ALSO ACKNOWLEDGES THAT CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS, AND THAT THE PROTECTION AFFORDED BY SAID CODE SECTION IS HEREBY WAIVED: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR EQUITYSUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO IF KNOWN BY HIM MUST HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION MATERIALLY AFFECTED HIS SETTLEMENT WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYDEBTOR." JKS ----- BUYER The waivers and release set forth in this SECTION 6 shall survive the Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (KSL Recreation Group Inc)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS A MATERIAL PART OF THE DATE HEREOF THERE ARE NO CLAIMS CONSIDERATION TO SELLER FOR THE SALE OF THE HOTEL HEREUNDER, EXCEPT FOR A CLAIM MADE UNDER THIS SECTION 5 FOR MONETARY DAMAGES DUE TO A BREACH OF A REPRESENTATION OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, BUYER HEREBY WAIVES AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY RELINQUISHES, AND RELEASES SELLER AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR SELLER’S OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, AGENTSEMPLOYEES AND AGENTS (COLLECTIVELY, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE RELEASED PARTIESSELLER RELEASES”) FROM FROM, ANY AND ALL OBLIGATIONSCLAIMS AND REMEDIES (INCLUDING, INDEBTEDNESSWITHOUT LIMITATION, LIABILITIESANY RIGHT OF RESCISSION) AGAINST SELLER RELEASEES OR ANY OF THEM BASED DIRECTLY OR INDIRECTLY ON (A) ANY PAST, CLAIMSPRESENT OR FUTURE CONDITION OF THE HOTEL, RIGHTSINCLUDING, CAUSES WITHOUT LIMITATION, THE RELEASE OR PRESENCE OF ACTION ANY HAZARDOUS SUBSTANCES OR DEMANDS WHATSOEVER(B) ANY MISREPRESENTATION, OR FAILURE TO DISCLOSE TO BUYER ANY INFORMATION, REGARDING THE HOTEL (INCLUDING, WITHOUT LIMITATION, ANY DEFECTIVE, HAZARDOUS OR UNLAWFUL CONDITION WHICH SELLER SHOULD BE AWARE, WHETHER KNOWN OR UNKNOWNNOT SUCH CONDITION REASONABLY COULD HAVE BEEN DISCOVERED BY BUYER THROUGH AN INSPECTION OF THE HOTEL OR THE PROPERTY RECORDS), SUSPECTED OTHER THAN SUCH A MISREPRESENTATION CONSTITUTING WILLFUL FRAUD. BUYER UNDERSTANDS THAT SUCH WAIVER AND RELEASE INCLUDES STATUTORY AS WELL AS “COMMON LAW” AND EQUITABLE RIGHTS AND REMEDIES AND THAT IT COVERS POTENTIAL CLAIMS OF WHICH BUYER MAY BE CURRENTLY UNAWARE OR UNSUSPECTEDUNABLE TO DISCOVER. BUYER ACKNOWLEDGES THAT THE FOREGOING WAIVER AND RELEASE IS OF MATERIAL CONSIDERATION TO SELLER IN ENTERING INTO THIS AGREEMENT, THAT BUYER’S COUNSEL HAS ADVISED BUYER OF THE POSSIBLE LEGAL CONSEQUENCES OF MAKING SUCH WAIVER AND RELEASE AND THAT BUYER HAS TAKEN INTO ACCOUNT, IN AGREEING TO PURCHASE THE HOTEL AT THE PURCHASE PRICE SPECIFIED HEREIN, SELLER’S DISCLAIMER OF ANY WARRANTIES AND REPRESENTATIONS REGARDING THE HOTEL OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN GIVING THE FOREGOING WAIVER AND RELEASE, IT HAS WITH ITS LEGAL COUNSEL, CONSIDERED ANY STATUTE OR OTHER LAW THAT MIGHT APPLY TO AND LIMIT THE EFFECT OF BUYER’S WAIVER AND RELEASE HEREIN AND HEREBY KNOWINGLY WAIVES THE BENEFITS OF ANY SUCH LAW AND INTENDS THAT IT NOT BE APPLICABLE HERE. BUYER REPRESENTS AND WARRANTS TO SELLER THAT NEITHER BUYER OR EQUITYANY OF ITS AFFILIATES IS (OR WILL BE) A PERSON WITH WHOM SELLER IS RESTRICTED FROM TRANSACTING BUSINESS UNDER REGULATIONS OF OFAC (INCLUDING, WHICH THOSE PERSONS NAMED ON OFAC’S SPECIALLY DESIGNATED AND BLOCKED PERSONS LIST) OR UNDER ANY STATUTE, EXECUTIVE ORDER (INCLUDING, THE BORROWER EVER HADSEPTEMBER 23, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.2001 EXECUTIVE ORDER BLOCKING PROPERTY

Appears in 1 contract

Samples: Agreement of Purchase and Sale of Real Property

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS A MATERIAL PART OF THE DATE HEREOF THERE ARE NO CLAIMS CONSIDERATION TO SELLER FOR THE SALE OF THE HOTEL HEREUNDER, EXCEPT 116800-0001/LEGAL125685330.6 FOR A CLAIM MADE UNDER THIS SECTION 5 FOR MONETARY DAMAGES OR OFFSETS AGAINST OTHER RELIEF DUE TO A BREACH OF A COVENANT OR RIGHTS REPRESENTATION OF RECOUPMENT WITH RESPECT TO SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT, FRAUD OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS ANY OTHER BREACH BY SELLER HEREUNDER, BUYER HEREBY WAIVES AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY RELINQUISHES, AND RELEASES SELLER AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR SELLER’S OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, AGENTSEMPLOYEES AND AGENTS (COLLECTIVELY, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE RELEASED PARTIESSELLER RELEASEES”) FROM FROM, ANY AND ALL OBLIGATIONSCLAIMS AND REMEDIES (INCLUDING, INDEBTEDNESSWITHOUT LIMITATION, LIABILITIESANY RIGHT OF RESCISSION) AGAINST SELLER RELEASEES OR ANY OF THEM BASED DIRECTLY OR INDIRECTLY ON (A) ANY PAST, CLAIMSPRESENT OR FUTURE CONDITION OF THE HOTEL, RIGHTSINCLUDING, CAUSES WITHOUT LIMITATION, THE RELEASE OR PRESENCE OF ACTION ANY HAZARDOUS SUBSTANCES OR DEMANDS WHATSOEVER(B) ANY MISREPRESENTATION, OR FAILURE TO DISCLOSE TO BUYER ANY INFORMATION, REGARDING THE HOTEL (INCLUDING, WITHOUT LIMITATION, ANY DEFECTIVE, HAZARDOUS OR UNLAWFUL CONDITION WHICH SELLER SHOULD BE AWARE, WHETHER KNOWN OR UNKNOWNNOT SUCH CONDITION REASONABLY COULD HAVE BEEN DISCOVERED BY BUYER THROUGH AN INSPECTION OF THE HOTEL OR THE PROPERTY RECORDS), SUSPECTED OTHER THAN SUCH A MISREPRESENTATION CONSTITUTING FRAUD OR UNSUSPECTEDANY OTHER BREACH BY SELLER HEREUNDER. BUYER UNDERSTANDS THAT SUCH WAIVER AND RELEASE INCLUDES STATUTORY AS WELL AS “COMMON LAW” AND EQUITABLE RIGHTS AND REMEDIES AND THAT IT COVERS POTENTIAL CLAIMS OF WHICH BUYER MAY BE CURRENTLY UNAWARE OR UNABLE TO DISCOVER. BUYER ACKNOWLEDGES THAT THE FOREGOING WAIVER AND RELEASE IS OF MATERIAL CONSIDERATION TO SELLER IN ENTERING INTO THIS AGREEMENT, THAT BUYER’S COUNSEL HAS ADVISED BUYER OF THE POSSIBLE LEGAL CONSEQUENCES OF MAKING SUCH WAIVER AND RELEASE AND THAT BUYER HAS TAKEN INTO ACCOUNT, IN AGREEING TO PURCHASE THE HOTEL AT THE PURCHASE PRICE SPECIFIED HEREIN, SELLER’S DISCLAIMER OF ANY WARRANTIES AND REPRESENTATIONS REGARDING THE HOTEL OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN GIVING THE FOREGOING WAIVER AND RELEASE, IT HAS WITH ITS LEGAL COUNSEL, CONSIDERED ANY STATUTE OR OTHER LAW OR EQUITYTHAT MIGHT APPLY TO AND LIMIT THE EFFECT OF BUYER’S WAIVER AND RELEASE HEREIN AND HEREBY KNOWINGLY WAIVES THE BENEFITS OF ANY SUCH LAW AND INTENDS THAT IT NOT BE APPLICABLE HERE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN GIVING THE FOREGOING WAIVER AND RELEASE, IT HAS WITH ITS LEGAL COUNSEL CONSIDERED SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES THAT: 116800-0001/LEGAL125685330.6 AND, BEING AWARE THAT SAID SECTION 1542 MIGHT OTHERWISE APPLY TO AND LIMIT THE BORROWER EVER HADEFFECT OF BUYER’S WAIVER AND RELEASE HEREIN, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO KNOWINGLY WAIVES THE DATE HEREOF BENEFITS OF SUCH STATUTE AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYINTENDS THAT IT NOT BE APPLICABLE HERE.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ashford Hospitality Prime, Inc.)

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS IN CONSIDERATION OF THIS AMENDMENT, EACH CREDIT OBLIGOR BORROWER REPRESENTS AND WARRANTS THAT THAT, AS OF THE DATE HEREOF AMENDMENT DATE, THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR OFFSETS, DEFENSES OR COUNTERCLAIMS TO ITS AGAINST OR IN RESPECT OF THE OBLIGATIONS UNDER OR THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY EACH BORROWER HEREBY RELEASES AND DISCHARGES THE INDEMNITIES AND AGENT PROFESSIONALS, AND EACH OF THEM, OF AND FROM ALL SUCH CLAIMS, OFFSETSACTIONS, RIGHTS CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMSDAMAGES, WHETHER COSTS, EXPENSES AND LIABILITIES, KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERFIXED, ITS AFFILIATES AND ITS AND THEIR OFFICERSCONTINGENT OR CONDITIONAL, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN AT LAW OR IN EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR ANY TRANSACTIONS OR ACTS IN CONNECTION THEREWITH, IN EACH CASE EXISTING ON OR BEFORE THE TRANSACTIONS CONTEMPLATED THEREBYAMENDMENT DATE, WHICH ANY SUCH BORROWER MAY HAVE AGAINST ANY SUCH PERSON, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES OR LIABILITIES ARE BASED ON CONTRACT, TORT OR OTHERWISE OTHER THAN AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY ANY SUCH INDEMNITEE OR AGENT PROFESSIONAL.

Appears in 1 contract

Samples: Loan and Security Agreement (Amkor Technology Inc)

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