Common use of Waiver of Claims and Defenses Clause in Contracts

Waiver of Claims and Defenses. To induce Bank to enter ----------------------------- into this Amendment, Borrower represents and warrants that as of the Amendment Date there are no claims or offsets against or defenses or counterclaims to Borrower's obligations under the Loan Documents or the Lease Agreements, and Borrower waives any and all such claims, offsets, defenses, or counterclaims whether known or unknown, arising prior to the Amendment Date. Additionally, Borrower hereby releases Bank and each of its legal representatives, successors, affiliates, parent, subsidiaries, predecessors, assigns, shareholders, partners, trustees, beneficiaries, administrators, heirs, former and current officers, directors, agents, attorneys, and employees, and its respective successors, assigns, heirs, executors, and administrators (collectively, the "Creditor -------- Parties") from any and all claims, actions, suits, causes of action, accounts, ------- judgments, agreements, promises, executions, debts, damages, demands, rights, obligations, liabilities, and controversies now in existence concerning or in connection with the Loan Agreement, this Amendment, or any other Loan Document (collectively, the "Claims") of every nature and description, in law or in ------ equity, whether known or unknown, foreseen or unforseen, and regardless of whether Borrower hereafter discovers any facts which may give rise to any Claim. THIS AMENDMENT, TOGETHER WITH THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS WRITTEN, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Waiver of Claims and Defenses. To induce Bank to enter ----------------------------- into By execution of this AmendmentAgreement, Borrower represents and warrants each Guarantor acknowledges and confirms that as of the Amendment Date there are no claims or offsets against or it does not have any offsets, defenses or counterclaims claims arising out of or relating to Borrower's obligations under this Agreement, the Credit Agreement or the other Loan Documents against Administrative Agent, any Lender, or any of their subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors or assigns whether asserted or unasserted. The Borrower and Guarantors, for and on behalf of themselves and their legal representatives, successors and assigns, do waive, release, relinquish and forever discharge the Lease AgreementsAdministrative Agent and each Lender, its parents, subsidiaries, and Borrower waives affiliates, its and their respective past, present and future directors, officers, managers, agents, employees, insurers, attorneys, representatives and all of their respective heirs, successors and assigns (collectively, the “Released Parties”), of and from any and all such manner of action or causes of action, suits, claims, offsetsdemands, defensesjudgments, damages, levies and executions of whatsoever kind, nature or counterclaims description arising on or before the date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damages, in each case whether known or unknown, arising prior to asserted or unasserted, liquidated or unliquidated, fixed or contingent, direct or indirect, which the Amendment Date. AdditionallyBorrower or the Guarantors, Borrower hereby releases Bank and each of its or their legal representatives, successors, affiliates, parent, subsidiaries, predecessors, successors or assigns, shareholdersever had or now have or may claim to have against any of the Released Parties, partnerswith respect to any matter whatsoever, trusteesincluding, beneficiaries, administrators, heirs, former and current officers, directors, agents, attorneys, and employees, and its respective successors, assigns, heirs, executors, and administrators (collectivelywithout limitation, the "Creditor -------- Parties") from Loan Documents, the administration of the Loan Documents, the negotiations relating to this Amendment and the other Loan Documents executed in connection with this Amendment and any other instruments and all claims, actions, suits, causes of action, accounts, ------- judgments, agreements, promises, executions, debts, damages, demands, rights, obligations, liabilities, and controversies now in existence concerning agreements executed by the Borrower or any Guarantor in connection with the Loan Agreement, Documents or this Amendment, arising on or any other Loan Document before the date hereof (collectively, “Claims”). The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the "Claims") , and agree that the release contained in this Amendment is and will remain in effect in all respects as a complete and general release as to all matters released in this Amendment, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to sxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and the Lenders have fully and timely performed all of every nature their respective obligations and descriptionduties in compliance with the Loan Documents and applicable law, and has acted reasonably, in law or in ------ equity, whether known or unknown, foreseen or unforseengood faith, and regardless of whether Borrower hereafter discovers any facts which may give rise to any Claim. THIS AMENDMENT, TOGETHER WITH THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS WRITTEN, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIESappropriately under the circumstances.

Waiver of Claims and Defenses. To induce Bank to enter ----------------------------- into this AmendmentThe Borrower and Guarantors, Borrower represents for and warrants that as on behalf of themselves and their legal representatives, successors and assigns, do waive, release, relinquish and forever discharge the Amendment Date there are no claims or offsets against or defenses or counterclaims to Borrower's obligations under the Loan Documents or the Lease AgreementsAdministrative Agent and each Lender, its parents, subsidiaries, and Borrower waives affiliates, its and their respective past, present and future directors, officers, managers, agents, employees, insurers, attorneys, representatives and all of their respective heirs, successors and assigns (collectively, the “Released Parties”), of and from any and all such manner of action or causes of action, suits, claims, offsetsdemands, defensesjudgments, damages, levies and executions of whatsoever kind, nature or counterclaims description arising on or before the date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damages, in each case whether known or unknown, arising prior to asserted or unasserted, liquidated or unliquidated, fixed or contingent, direct or indirect, which the Amendment Date. AdditionallyBorrower or the Guarantors, Borrower hereby releases Bank and each of its or their legal representatives, successors, affiliates, parent, subsidiaries, predecessors, successors or assigns, shareholdersever had or now have or may claim to have against any of the Released Parties, partnerswith respect to any matter whatsoever, trusteesincluding, beneficiaries, administrators, heirs, former and current officers, directors, agents, attorneys, and employees, and its respective successors, assigns, heirs, executors, and administrators (collectivelywithout limitation, the "Creditor -------- Parties") from Loan Documents, the administration of the Loan Documents, the negotiations relating to this Amendment and the other Loan Documents executed in connection with this Amendment and any other instruments and all claims, actions, suits, causes of action, accounts, ------- judgments, agreements, promises, executions, debts, damages, demands, rights, obligations, liabilities, and controversies now in existence concerning agreements executed by the Borrower or any Guarantor in connection with the Loan Agreement, Documents or this Amendment, arising on or any other Loan Document before the date hereof (collectively, “Claims”). The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the "Claims") , and agree that the release contained in this Amendment is and will remain in effect in all respects as a complete and general release as to all matters released in this Amendment, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to sxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and the Lenders have fully and timely performed all of every nature their respective obligations and descriptionduties in compliance with the Loan Documents and applicable law, and has acted reasonably, in law or in ------ equity, whether known or unknown, foreseen or unforseengood faith, and regardless of whether Borrower hereafter discovers any facts which may give rise to any Claim. THIS AMENDMENT, TOGETHER WITH THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS WRITTEN, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIESappropriately under the circumstances.

Waiver of Claims and Defenses. To induce Bank to enter ----------------------------- into By execution of this AmendmentAgreement, Borrower represents and warrants each Guarantor acknowledges and confirms that as of the Amendment Date there are no claims or offsets against or it does not have any offsets, defenses or counterclaims claims arising out of or relating to Borrower's obligations under this Agreement, the Credit Agreement or the other Loan Documents against Administrative Agent, Lender, or the Lease Agreementsany of their subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors or assigns whether asserted or unasserted. The Borrower and Guarantors, for and on behalf of themselves and their legal representatives, successors and assigns, do waive, release, relinquish and forever discharge Administrative Agent and Lender, its parents, subsidiaries, and Borrower waives affiliates, its and their respective past, present and future directors, officers, managers, agents, employees, insurers, attorneys, representatives and all of their respective heirs, successors and assigns (collectively, the “Released Parties”), of and from any and all such manner of action or causes of action, suits, claims, offsetsdemands, defensesjudgments, damages, levies and executions of whatsoever kind, nature or counterclaims description arising on or before the date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damages, in each case whether known or unknown, arising prior to asserted or unasserted, liquidated or unliquidated, fixed or contingent, direct or indirect, which the Amendment Date. AdditionallyBorrower or the Guarantors, Borrower hereby releases Bank and each of its or their legal representatives, successors, affiliates, parent, subsidiaries, predecessors, successors or assigns, shareholdersever had or now have or may claim to have against any of the Released Parties, partnerswith respect to any matter whatsoever, trusteesincluding, beneficiaries, administrators, heirs, former and current officers, directors, agents, attorneys, and employees, and its respective successors, assigns, heirs, executors, and administrators (collectivelywithout limitation, the "Creditor -------- Parties") from Loan Documents, the administration of the Loan Documents, the negotiations relating to this Agreement and the other Loan Documents executed in connection with this Agreement and any other instruments and all claims, actions, suits, causes of action, accounts, ------- judgments, agreements, promises, executions, debts, damages, demands, rights, obligations, liabilities, and controversies now in existence concerning agreements executed by the Borrower or any Guarantor in connection with the Loan Documents or this Agreement, this Amendment, arising on or any other Loan Document before the date hereof (collectively, “Claims”). The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the "Claims") , and agree that the release contained in this Agreement is and will remain in effect in all respects as a complete and general release as to all matters released in this Agreement, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to sxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and Lender have fully and timely performed all of every nature their respective obligations and descriptionduties in compliance with the Loan Documents and applicable law, and has acted reasonably, in law or in ------ equity, whether known or unknown, foreseen or unforseengood faith, and regardless of whether Borrower hereafter discovers any facts which may give rise to any Claim. THIS AMENDMENT, TOGETHER WITH THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS WRITTEN, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIESappropriately under the circumstances.

Waiver of Claims and Defenses. To induce Bank to enter ----------------------------- into By execution of this AmendmentAgreement, Borrower represents and warrants each Guarantor acknowledges and confirms that as of the Amendment Date there are no claims or offsets against or it does not have any offsets, defenses or counterclaims claims arising out of or relating to Borrower's obligations under this Agreement, the Credit Agreement or the other Loan Documents against Administrative Agent, any Lender, or any of their subsidiaries, affiliates, officers, directors, employees, agents, attorneys, predecessors, successors or assigns whether asserted or unasserted. The Borrower and Guarantors, for and on behalf of themselves and their legal representatives, successors and assigns, do waive, release, relinquish and forever discharge the Lease AgreementsAdministrative Agent and each Lender, its parents, subsidiaries, and Borrower waives affiliates, its and their respective past, present and future directors, officers, managers, agents, employees, insurers, attorneys, representatives and all of their respective heirs, successors and assigns (collectively, the “Released Parties”), of and from any and all such manner of action or causes of action, suits, claims, offsetsdemands, defensesjudgments, damages, levies and executions of whatsoever kind, nature or counterclaims description arising on or before the date hereof, including, without limitation, any claims, losses, costs or damages, including compensatory and punitive damages, in each case whether known or unknown, arising prior to asserted or unasserted, liquidated or unliquidated, fixed or contingent, direct or indirect, which the Amendment Date. AdditionallyBorrower or the Guarantors, Borrower hereby releases Bank and each of its or their legal representatives, successors, affiliates, parent, subsidiaries, predecessors, successors or assigns, shareholdersever had or now have or may claim to have against any of the Released Parties, partnerswith respect to any matter whatsoever, trusteesincluding, beneficiaries, administrators, heirs, former and current officers, directors, agents, attorneys, and employees, and its respective successors, assigns, heirs, executors, and administrators (collectivelywithout limitation, the "Creditor -------- Parties") from Loan Documents, the administration of the Loan Documents, the negotiations relating to this Agreement and the other Loan Documents executed in connection with this Agreement and any other instruments and all claims, actions, suits, causes of action, accounts, ------- judgments, agreements, promises, executions, debts, damages, demands, rights, obligations, liabilities, and controversies now in existence concerning agreements executed by the Borrower or any Guarantor in connection with the Loan Documents or this Agreement, this Amendment, arising on or any other Loan Document before the date hereof (collectively, “Claims”). The Borrower and each Guarantor acknowledges that they are aware that they may discover facts different from or in addition to those they now know or believe to be true with respect to the "Claims") , and agree that the release contained in this Agreement is and will remain in effect in all respects as a complete and general release as to all matters released in this Agreement, notwithstanding any such different or additional facts. The Borrower and each Guarantor agrees not to xxx any Released Party or in any way assist any other person or entity in suing a Released Party with respect to any claim released in this Section. Borrower and each Guarantor acknowledges and agrees that Administrative Agent and the Lenders have fully and timely performed all of every nature their respective obligations and descriptionduties in compliance with the Loan Documents and applicable law, and has acted reasonably, in law or in ------ equity, whether known or unknown, foreseen or unforseengood faith, and regardless of whether Borrower hereafter discovers any facts which may give rise to any Claim. THIS AMENDMENT, TOGETHER WITH THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS WRITTEN, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIESappropriately under the circumstances.

Waiver of Claims and Defenses. To induce Bank Bank, BOLC, and ----------------------------- Secured Party to enter ----------------------------- into this Amendment, Borrower represents and warrants that as of the Amendment Date there are no claims or offsets against or defenses or counterclaims to Borrower's obligations under the Loan Documents or the Lease Agreements, and Borrower waives any and all such claims, offsets, defenses, or counterclaims whether known or unknown, arising prior to the Amendment Date. Additionally, Borrower hereby releases Bank Bank, BOLC, and Secured Party and each of its their respective legal representatives, successors, affiliates, parent, subsidiaries, predecessors, assigns, shareholders, partners, trustees, beneficiaries, administrators, heirs, former and current officers, directors, agents, attorneys, and employees, and its respective successors, assigns, heirs, executors, and administrators (collectively, the "Creditor -------- Parties") from any ---------------- and all claims, actions, suits, causes of action, accounts, ------- judgments, agreements, promises, executions, debts, damages, demands, rights, obligations, liabilities, and controversies now in existence concerning or in connection with the Loan Agreement, this Amendment, or any other Loan Document Document, or the Lease Agreements (collectively, the "Claims") of every nature and description, in law ------ or in ------ equity, whether known or unknown, foreseen or unforseen, and regardless of whether Borrower hereafter discovers any facts which may give rise to any Claim. THIS AMENDMENT, TOGETHER WITH THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTSDOCUMENTS AND THE LEASE AGREEMENTS, AS WRITTEN, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.