Waiver; Release. To induce Agent and Lenders to enter into this Amendment, including providing the waivers provided for herein, and for other good and valuable consideration, each Borrower hereby forever waives, relieves, releases, and forever discharges Agent and each Lender, together with its respective present or former employees, officers, directors, agents, representatives, attorneys, and each of them, from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, of every type, kind, nature, description or character whatsoever, whether known or unknown, suspected or unsuspected, absolute or contingent, arising out of or in any manner whatsoever connected with or related to facts, circumstances, issues, controversies or claims, or by reason of any matter, cause or anything whatsoever existing or arising from the beginning of time through and including the date of execution of this Amendment relating to or arising out of the Loan Agreement and any of the Loan Documents or otherwise, including, without limitation, any actual or alleged act or omission of or on behalf of Agent and/or any Lender with respect to the Loan Documents and any security interest, Liens or Collateral in connection therewith, or the enforcement of any of Agent and/or Lenders’ rights or remedies thereunder (collectively “Released Claims”). Without limiting the foregoing, the Released Claims shall include any and all liabilities or claims arising out of or in any manner whatsoever connected with or related to the Loan Agreement and the other Loan Documents, this Amendment, the Recitals hereto, any instruments, agreements or documents executed in connection with any of the foregoing, and/or the origination, negotiation, administration, servicing and/or enforcement of any of the foregoing.
a) By entering into this release, each Borrower recognizes that no facts or representations are ever absolutely certain and it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true, but that it is the intention of each Borrower hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected; accordingly, if any Borrower should subsequently discover that any fact that it relied upon in entering into this release was untrue, or that any understanding of the facts was incorrect, no Borrower shall be entit...
Waiver; Release. Except as expressly provided for herein, ----------------- the Company specifically (i) waives all rights it may have (A) to notice of nonpayment, notice of default, demand, presentment, protest and notice of protest with respect to any of the obligations hereunder and (B) to notice of acceptance hereof or of any other action taken in reliance hereon, notice and opportunity to be heard before the exercise by the Holder of the remedies of self-help, set-off, or other summary procedures and all other demands and notices of any type or description except for cure periods; and (ii) releases the Holder, its officers, directors, agents, employees and attorneys from all claims for loss or damage caused by any act or failure to act on the part of the Holder, its officers, attorneys, agents, directors and employees except for gross negligence or willful misconduct.
Waiver; Release. (a) Effective as of the Closing, Buyer, for itself and its Subsidiaries and their respective successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors (solely in their capacity as such) (each a “Buyer Releasor”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Buyer Releasors has, might have or might assert now or in the future, against Seller or any of its Subsidiaries (other than the Transferred Entities or the JV Entities) or any of their respective successors, assigns, Representatives or any of their respective heirs or executors (in each case in their capacity as such) (each, a “Seller Releasee”), to the extent arising out of, based upon, or resulting from the Business, the Transferred Entities, the Transferred Assets, the JV Entities or the Assumed Liabilities, including the ownership, operation or existence thereof; provided, that notwithstanding the foregoing nothing contained in this Section 5.26(a) shall release, discharge, waive, or relinquish the rights or obligations of the Buyer Releasors or the Seller Releasees under the terms of this Agreement, any other Transaction Document, or any Reorganization Document or any agreements, arrangements or understandings contemplated by any of the foregoing or any Contract that includes a third party. Buyer hereby agrees to indemnify and hold harmless each of the Seller Releasees from and against, and in respect of all Losses, incurred by or on behalf of such Seller Releasee as a result of violation of this Section 5.26(a) by a Buyer Releasor.
(b) Buyer acknowledges and agrees that the agreements contained in Section 5.26(a) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, Seller would not enter into this Agreement.
(c) Effective as of the Closing, Seller, for itself and its Subsidiaries and their respective successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors (solely in their capacity as such) (each a “Seller Releasor”), hereby fully and irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obli...
Waiver; Release. A. Xxxxx waives, releases and discharges Quaker from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs and participation in a class action lawsuit, whether known or unknown, fixed or contingent, that he may have or claim to have against Quaker as of the date this Agreement becomes effective. Dxxxx further covenants not to file a lawsuit or participate in a class action lawsuit to assert such claims. Without limitation, Dxxxx specifically waives all claims for back pay, future pay or any other form of compensation or income, except as provided below. This waiver includes but is not limited to claims arising out of or in any way related to Dxxxx'x employment or termination of employment with Quaker, including age discrimination claims under the Age Discrimination In Employment Act (as amended), discrimination claims under Title VII of the Civil Rights Act of 1964 (as amended) or the Americans with Disabilities Act, claims for breach of contract, and any other statutory or common law cause of action under state, federal or local law. However, Dxxxx does not waive, release, discharge or covenant not to sxx for enforcement of any rights or claims that arise out of conduct or omissions which occur entirely after the date this Agreement becomes effective. In addition, he does not waive any rights he may have as an employee on inactive status and/or as a former employee, as the case may be, under this Agreement or any of Quaker's fringe benefit or incentive plans (e.g., its pension plan, the Program, the Long Term Incentive Plan of 1990, etc.), nor does he waive his right to payment for unused vacation, if any, pursuant to Quaker's vacation policy. Notwithstanding anything to the contrary in Paragraph 8 of this Agreement, such benefits shall continue to be governed by the ERISA plans, contracts and/or Quaker policies that exist independent of this Agreement. Finally, Dxxxx does not waive any right to indemnification he may have pursuant to Quaker's by-laws, insurance coverage and/or applicable law, and Quaker covenants to maintain directors and officers liability insurance coverage for Dxxxx, for actions or omissions while he was an officer, on the same terms as it maintains such coverage (if any) for active officers.
B. Quaker waives, releases and discharges Dxxxx from any and all claims and liabilities, demands, actions and causes of action, including attorneys' fees and costs, that it may have or clai...
Waiver; Release. TO THE EXTENT PERMITTED BY LAW, I HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, RELEASE AND FOREVER DISCHARGE VIRGINIA AMATEUR SPORTS, INC. FROM AND AGAINST ANY AND ALL LIABILITY ASSOCIATED WITH DAMAGES, OTHER THAN PERSONAL INJURY, SUFFERED BY ME WHILE PARTICIPATING IN OR ATTENDING THE GAMES.
Waiver; Release. The Provider agrees that the District shall not be liable for any injury, claim or loss to person or property arising out of or as a result of the performance of this Agreement.
Waiver; Release. Guarantor waives and releases every claim or defense relating to, and this Guaranty shall be unaffected by:
(i) any Noteholder's or Collateral Agent's delay or forbearance from exercising any right or remedy, including any delay or forbearance from the liquidation of any collateral for any obligation;
(ii) the genuineness, validity, regularity, enforceability or any future amendment of, or change in this Guaranty, any other Transaction Document or any other agreement, document or instrument to which any Obligors are or may become a party;
(iii) the existence, value or condition of, or failure to perfect any lien against any collateral for the Obligations or any action, or the absence of any action, by any Noteholders or Collateral Agent in respect thereof (including, without limitation, the release of any such collateral)
Waiver; Release. EXCEPT FOR THE REPRESENTATIONS, WARRANTIES, COVENANTS AND INDEMNITIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS TO BE DELIVERED AT CLOSING (COLLECTIVELY, HEREINAFTER THE "SELLER'S REPRESENTATIONS"), IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS”, SUBJECT TO SELLER'S REPRESENTATIONS. BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD “AS-IS”, SUBJECT TO SELLER'S REPRESENTATIONS. EXCEPT TO THE EXTENT OF SELLER'S REPRESENTATIONS, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, ANY OFFERING MEMORANDUM DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGERS OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SELLER'S REPRESENTATIONS. UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INVESTIGATIONS, AND BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER, SELLER’S AFFILIATED ENTITIES AND EACH OF THE RESPECTIVE MEMBER...
Waiver; Release a. By signing this Agreement, you agree that in exchange for the payments and other benefits and consideration contained in this Agreement to which you are not otherwise entitled, you, on behalf of your heirs, executors, administrators, trustees, legal representatives and assigns, forever release and discharge the Company Entities from any and all claims, actions, suits, demands, obligations, losses, liabilities, debts, obligations for damages (including but not limited to compensatory, exemplary and punitive damages), expenses, back pay, reinstatement, attorneys’ fees and costs whether known or unknown, against any of the Company Entities, arising up to and including the date you sign this Agreement, including but not limited to claims arising under the following laws including any amendments to them: Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Equal Pay Act of 1963; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans With Disabilities Act of 1990; the ADA Amendments Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act of 1988; the National Labor Relations Act; 42 U.S.C. 1981; the Family and Medical Leave Act of 1993; the Connecticut Fair Employment Practices Act; the Connecticut Family and Medical Leave Law; the Connecticut Age Discrimination and Employee Insurance Benefits Law; the Connecticut Smokers’ Rights Law; and any and all other claims arising under or out of any other federal, state, or local statute, law, constitution, ordinance or regulation or any other claims sounding in tort or contract, including but not limited to claims relating to express or implied contracts, public policy, negligence, personal injury, emotional distress, invasion of privacy, detrimental reliance, promissory estoppel, common law claims or any other claims arising out of or relating to your employment with the Company Entities. Specifically, and without limitation, you waive any rights that you may have under the Pitney Xxxxx Incentive Program, the Key Employee Incentive Program, the Pitney Xxxxx Senior Executive Severance Policy, and agree that no additional cash incentives or payments are owed to you, except as provided herein.
b. Without detracting in any respect from any other provision of this Agreement, you, in consideration of the payments and benefits provided to you in this Agreement, agree and acknowledge tha...
Waiver; Release. Except as expressly provided for herein, the Company specifically (i) waives all rights it may have (A) to notice of nonpayment, notice of default, demand, presentment, protest and notice of protest with respect to any of the obligations hereunder or the shares of Common Stock and (B) notice of acceptance hereof or of any other action taken in reliance hereon, notice and opportunity to be heard before the exercise by the Holder of the remedies of self-help, set-off, or other summary procedures and all other demands and notices of any type or description except for cure periods; and (ii) releases the Holder, its officers, directors, agents, employees and attorneys from all claims for loss or damage caused by any act or failure to act on the part of the Holder, its officers, attorneys, agents, directors and employees except for gross negligence or willful misconduct.
