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 entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Each Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made by Agent or any Lender with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights. b) This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Borrower acknowledges that the release(s) contained herein constitute(s) a material inducement to Agent and Lenders to enter into this Amendment, and that Agent and Lenders would not have done so but for Agent’s and Lenders’ expectation that such release(s) is valid and enforceable in all events. c) Each Borrower hereby represents and warrants to Agent and Lenders, and Agent and Lenders are relying thereon, as follows: i. Except as expressly stated in this Amendment, neither Agent nor any Lender nor any other agent, employee or representative of Agent and/or any Lender, has made any statement or representation to any Borrower regarding any fact relied upon by such Borrower in entering into this Amendment; ii. Each Borrower has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary; iii. The terms of this Amendment are contractual and not a mere recital; and iv. This Amendment has been carefully read by each Borrower, the contents hereof are known and understood by each such Borrower, and this Amendment is signed freely, and without duress, by any Borrower. d) Each Borrower further represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Each Borrower shall indemnify Agent and each Lender, and defend and hold it/them harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.
Appears in 3 contracts
Samples: Term Loan and Security Agreement (Summer Infant, Inc.), Term Loan and Security Agreement (Summer Infant, Inc.), Term Loan and Security Agreement (Summer Infant, Inc.)
Waiver; Release. To induce Agent and Lenders Sole Lender to enter into this Amendment, including providing the waivers provided for herein, and for other good and valuable consideration, each Borrower Obligor hereby forever waives, relieves, releases, and forever discharges Agent and each Sole 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 Sole 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’ Sole Lender’s 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 Obligor 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 Obligor hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected; accordingly, if any Borrower Obligor 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 Obligor shall be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Each Borrower Obligor acknowledges that it is not relying upon and has not relied upon any representation or statement made by Agent or any Sole Lender with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.
(b) This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Borrower Obligor acknowledges that the release(s) contained herein constitute(s) a material inducement to Agent and Lenders Sole Lender to enter into this Amendment, and that Agent and Lenders Sole Lender would not have done so but for Agent’s and Lenders’ Sole Lender’s expectation that such release(s) is valid and enforceable in all events.
(c) Each Borrower Obligor hereby represents and warrants to Agent and LendersSole Lender, and Agent and Lenders Sole Lender are relying thereon, as follows:
i. Except (i) except as expressly stated in this Amendment, neither Agent nor any Sole Lender nor any other agent, employee or representative of Agent and/or any Sole Lender, has made any statement or representation to any Borrower Obligor regarding any fact relied upon by such Borrower Obligor in entering into this Amendment;
(ii. Each Borrower ) each Obligor has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary;
(iii. The ) the terms of this Amendment are contractual and not a mere recital; and
(iv. This ) this Amendment has been carefully read by each BorrowerObligor, the contents hereof are known and understood by each such BorrowerObligor, and this Amendment is signed freely, and without duress, by any BorrowerObligor.
(d) Each Borrower Obligor further represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Each Borrower Obligor shall indemnify Agent and each Sole Lender, and defend and hold it/them harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.
Appears in 2 contracts
Samples: Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.)
Waiver; Release. To induce Agent a) Notwithstanding anything to the contrary in the Merger Agreement, the Company hereby irrevocably and Lenders to enter into this Amendmentunconditionally waives all claims or causes of action against Buyer, including providing the waivers provided for hereinMerger Sub and their respective Affiliates and releases Buyer, Merger Sub and for other good and valuable consideration, each Borrower hereby forever waives, relieves, releases, and forever discharges Agent and each Lender, together with its their respective present or former employees, officers, directors, agents, representatives, attorneys, and each of them, Affiliates from any and all claims, debtsobligations, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes losses or issues of action, whatsoever kind of every type, kind, nature, description in each case, whether in contract or character whatsoeverin tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise, whether accrued or unaccrued, whether known or unknown, whether asserted or unasserted, whether suspected or unsuspected, absolute whether disclosed or contingentundisclosed, arising that have been or could have been, could now be, or could in the future be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner whatsoever connected with to the Merger Agreement or related to facts, circumstances, issues, controversies or claimsthe other Transaction Agreements, or by reason of any matterthe negotiation, cause execution, or anything whatsoever existing performance or arising from the beginning of time through and including the date of execution of this Amendment relating to or arising out non-performance of the Loan Merger Agreement or the other Transaction Agreements (including any representation or warranty made in, in connection with, or as an inducement to, the Merger Agreement or the other Transaction Agreements).
b) Notwithstanding anything to the contrary in the Merger Agreement, each of Buyer and Merger Sub hereby irrevocably and unconditionally waive all claims or causes of action against the Company and its Affiliates and releases the Company and its Affiliates from any and all obligations, liabilities, losses or issues of the Loan Documents whatsoever kind of nature, in each case, whether in contract or in tort, in Law or in equity or otherwise, includingor granted by statute or otherwise, without limitation, any actual whether by 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 through attempted piercing of the foregoingcorporate, and/or the originationlimited partnership or limited liability company veil or any other theory or doctrine, negotiationincluding alter ego or otherwise, administrationwhether accrued or unaccrued, 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, whether known or unknown, whether asserted or unasserted, whether suspected or unsuspected; accordingly, if any Borrower should subsequently discover whether disclosed or undisclosed, that any fact that it relied upon in entering into this release was untruehave been or could have been, could now be, or that could in the future be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any understanding manner to the Merger Agreement, or the other Transaction Agreements, or the negotiation, execution, or performance or non-performance of the facts was incorrect, no Borrower shall be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact Merger Agreement or law or any the other circumstances whatsoever. Each Borrower acknowledges that it is not relying upon and has not relied upon Transaction Agreements (including any representation or statement warranty made by Agent or any Lender with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.
b) This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any actionin, suitin connection with, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Borrower acknowledges that the release(s) contained herein constitute(s) a material as an inducement to Agent and Lenders to enter into this Amendment, and that Agent and Lenders would not have done so but for Agent’s and Lenders’ expectation that such release(s) is valid and enforceable in all events.
c) Each Borrower hereby represents and warrants to Agent and Lenders, and Agent and Lenders are relying thereon, as follows:
i. Except as expressly stated in this Amendment, neither Agent nor any Lender nor any other agent, employee or representative of Agent and/or any Lender, has made any statement or representation to any Borrower regarding any fact relied upon by such Borrower in entering into this Amendment;
ii. Each Borrower has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary;
iii. The terms of this Amendment are contractual and not a mere recital; and
iv. This Amendment has been carefully read by each Borrowerto, the contents hereof are known and understood by each such Borrower, and this Amendment is signed freely, and without duress, by any BorrowerMerger Agreement or the other Transaction Agreements).
d) Each Borrower further represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Each Borrower shall indemnify Agent and each Lender, and defend and hold it/them harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.
Appears in 2 contracts
Samples: Mutual Termination Agreement (Unique Logistics International, Inc.), Mutual Termination Agreement (Edify Acquisition Corp.)
Waiver; Release. To induce Agent and Lenders Sole Lender to enter into this Amendment, including providing the waivers provided for herein, and for other good and valuable consideration, each Borrower Obligor hereby forever waives, relieves, releases, and forever discharges Agent and each Sole 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 Sole 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’ Sole Lender’s 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 Obligor 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 Obligor hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected; accordingly, if any Borrower Obligor 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 Obligor shall be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Each Borrower Obligor acknowledges that it is not relying upon and has not relied upon any representation or statement made by Agent or any Sole Lender with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.
(b) This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Borrower Obligor acknowledges that the release(s) contained herein constitute(s) a material inducement to Agent and Lenders Sole Lender to enter into this Amendment, and that Agent and Lenders Sole Lender would not have done so but for Agent’s and Lenders’ Sole Lender’s expectation that such release(s) is valid and enforceable in all events.
(c) Each Borrower Obligor hereby represents and warrants to Agent and LendersSole Lender, and Agent and Lenders Sole Lender are relying thereon, as follows:
i. Except as expressly stated in this Amendment, neither Agent nor any Sole Lender nor any other agent, employee or representative of Agent and/or any Sole Lender, has made any statement or representation to any Borrower Obligor regarding any fact relied upon by such Borrower Obligor in entering into this Amendment;
ii. Each Borrower Obligor has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary;
iii. The terms of this Amendment are contractual and not a mere recital; and
iv. This Amendment has been carefully read by each BorrowerObligor, the contents hereof are known and understood by each such BorrowerObligor, and this Amendment is signed freely, and without duress, by any Borrowereach such Obligor.
(d) Each Borrower Obligor further represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Each Borrower Obligor shall indemnify Agent and each Sole Lender, and defend and hold it/them harmless from and against all claims based upon upon, or arising in connection with with, prior assignments or purported assignments or transfers of any claims or matters released herein.
Appears in 2 contracts
Samples: Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.)
Waiver; Release. To induce Agent and Lenders Sole Lender to enter into this Amendment, including providing the waivers provided for herein, and for other good and valuable consideration, each Borrower Obligor hereby forever waives, relieves, releases, and forever discharges Agent and each Sole 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 Sole 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’ Sole Lender’s 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 Obligor 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 Obligor hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected; accordingly, if any Borrower Obligor 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 Obligor shall be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Each Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made by Agent or any Sole Lender with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.
(b) This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Borrower Obligor acknowledges that the release(s) contained herein constitute(s) a material inducement to Agent and Lenders Sole Lender to enter into this Amendment, and that Agent and Lenders Sole Lender would not have done so but for Agent’s and Sole Lenders’ expectation that such release(s) is valid and enforceable in all events.
(c) Each Borrower Obligor hereby represents and warrants to Agent and LendersSole Lender, and Agent and Sole Lenders are relying thereon, as follows:
i. Except as expressly stated in this Amendment, neither Agent nor any Sole Lender nor any other agent, employee or representative of Agent and/or any Sole Lender, has made any statement or representation to any Borrower Obligor regarding any fact relied upon by such Borrower Obligor in entering into this Amendment;
ii. Each Borrower Obligor has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary;
iii. The terms of this Amendment are contractual and not a mere recital; and
iv. This Amendment has been carefully read by each BorrowerObligor, the contents hereof are known and understood by each such BorrowerObligor, and this Amendment is signed freely, and without duress, by any BorrowerObligor.
(d) Each Borrower Obligor further represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Each Borrower Obligor shall indemnify Agent and each Sole Lender, and defend and hold it/them harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.
Appears in 2 contracts
Samples: Loan and Security Agreement (Summer Infant, Inc.), Loan and Security Agreement (Summer Infant, Inc.)
Waiver; Release. To induce Agent and Lenders to enter into (a) By executing this Amendment, including providing the waivers provided for herein, and for other good and valuable considerationAgreement, each Borrower Quantum Party 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 (i) acknowledges that each of themTME, R2G and PAG has duly performed their respective obligations with respect to the payment of acquisition consideration (in the form of cash, shares or otherwise) to the Quantum Parties under the R2G Agreement in accordance with the terms thereof; (ii) waives and releases each of TME, R2G, PAG and their respective Affiliates from any and all claimsactions, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, suits, disputes, indebtedness, sums of every typemoney, kindaccounts, natureliabilities, description obligations, specialties, covenants, rights, controversies, agreements, promises, damages, losses, judgments, claims and demands (each, a “Released Claim”), which such Quantum Party ever had, now has or character whatsoeverhereafter may have against any of TME, whether known R2G, PAG 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, their respective Affiliates for or by reason of any matter, matter or cause that existed at or anything whatsoever existing or arising from prior to the beginning of time through and including the date of execution of this Amendment relating to or Closing arising out of or relating to the Loan Agreement and any of the Loan Documents or otherwise, including, without limitationR2G Agreement, any actual agreement, commitment 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 arrangement entered into in connection therewith, or the enforcement issuance or transfer of the Transferred Shares to such Quantum Party, any interest, title or right therein, or any Quantum Party’s entitlement to such Transferred Shares; (iii) agrees not to bring, join or otherwise participate in any such Released Claim against any of TME, R2G, PAG or their respective Affiliates; and (iv) waives any right of participation, preemptive right, notice or veto right, or other similar rights, contractual or otherwise, that it may have by virtue of holding the Transferred Shares or any other Ordinary Shares in respect of any transaction completed by TME or any of Agent and/or Lenders’ rights its Controlled Affiliates prior to the execution and delivery of this Agreement, including those referenced or remedies thereunder contemplated in TME’s shareholders agreement, as amended and restated from time to time.
(collectively “b) By executing this Agreement and subject to the consummation of the transactions contemplated in Article I, PAG hereby waives and releases TME, R2G and their respective Affiliates from any Released Claims”). Without limiting Claim that PAG may have for or by reason of any matter or cause that existed at or prior to the foregoing, the Released Claims shall include any and all liabilities or claims Closing arising out of or in any manner whatsoever connected with or related relating to the Loan repurchase or transfer of the Transferred Shares from PAG, or PAG’s entitlement, interest or right in or to such Transferred Shares.
(c) By executing this Agreement and subject to the other Loan Documentsconsummation of the transactions contemplated in Article I, this Amendment, the Recitals hereto, any instruments, agreements or documents executed TME hereby (i) acknowledges and confirms that all obligations of PAG in connection with any the repurchase of Ordinary Shares under Section 2.2(b) of the foregoing, and/or the origination, negotiation, administration, servicing and/or enforcement PAG Agreement as a result of any obligations to issue Ordinary Shares to the Quantum Parties pursuant to the R2G Agreement are duly performed and completed in full, and (ii) waives and releases PAG and its Affiliates from any Released Claim that TME may have for or by reason of any matter or cause that existed at or prior to the foregoingClosing arising out of or relating to such obligations.
a(d) By entering into this releaseThe parties hereto also agree that, 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 upon 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 entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Each Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made by Agent or any Lender with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.
b) This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Borrower acknowledges that the release(s) contained herein constitute(s) a material inducement to Agent and Lenders to enter into this Amendment, and that Agent and Lenders would not have done so but for Agent’s and Lenders’ expectation that such release(s) is valid and enforceable in all events.
c) Each Borrower hereby represents and warrants to Agent and Lenders, and Agent and Lenders are relying thereon, as follows:
i. Except as expressly stated in this Amendment, neither Agent nor any Lender nor any other agent, employee or representative of Agent and/or any Lender, has made any statement or representation to any Borrower regarding any fact relied upon by such Borrower in entering into this Amendment;
ii. Each Borrower has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary;
iii. The terms of this Amendment are contractual and not a mere recital; and
iv. This Amendment has been carefully read by each BorrowerClosing, the contents hereof are known R2G Agreement shall automatically and understood by each such Borrower, immediately terminate and this Amendment is signed freely, be of no further force and without duress, by any Borrowereffect thereafter as between or among the parties hereto.
d) Each Borrower further represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Each Borrower shall indemnify Agent and each Lender, and defend and hold it/them harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.
Appears in 2 contracts
Samples: Share Transfer Agreement (Tencent Music Entertainment Group), Share Transfer Agreement (Tencent Music Entertainment Group)
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 Obligor 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 Obligor 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 Obligor hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected; accordingly, if any Borrower Obligor 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 Obligor shall be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Each Borrower Obligor acknowledges that it is not relying upon and has not relied upon any representation or statement made by Agent or any Lender with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.
b) This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Borrower Obligor acknowledges that the release(s) contained herein constitute(s) a material inducement to Agent and Lenders to enter into this Amendment, and that Agent and Lenders would not have done so but for Agent’s and Lenders’ expectation that such release(s) is valid and enforceable in all events.
c) Each Borrower Obligor hereby represents and warrants to Agent and Lenders, and Agent and Lenders are relying thereon, as follows:
i. Except as expressly stated in this Amendment, neither Agent nor any Lender nor any other agent, employee or representative of Agent and/or any Lender, has made any statement or representation to any Borrower Obligor regarding any fact relied upon by such Borrower in entering into this Amendment;
ii. Each Borrower Obligor has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary;
iii. The terms of this Amendment are contractual and not a mere recital; and
iv. This Amendment has been carefully read by each BorrowerObligor, the contents hereof are known and understood by each such BorrowerObligor, and this Amendment is signed freely, and without duress, by any BorrowerObligor.
d) Each Borrower Obligor further represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Each Borrower Obligor shall indemnify Agent and each Lender, and defend and hold it/them harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.
Appears in 2 contracts
Samples: Term Loan and Security Agreement (Summer Infant, Inc.), Term Loan and Security Agreement (Summer Infant, Inc.)
Waiver; Release. To induce Agent and Lenders Sole Lender to enter into this Amendment, including providing the waivers provided for herein, and for other good and valuable consideration, each Borrower Obligor hereby forever waives, relieves, releases, and forever discharges Agent and each Sole 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 Sole 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’ Sole Lender’s 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 Obligor recognizes that no facts or representations representations are ever absolutely certain and it may hereafter discover facts in addition to or or different from those which it presently knows or believes to be true, but that it is the intention intention of each Borrower Obligor hereby to fully, finally and forever settle and release all matters, disputes disputes and differences, known or unknown, suspected or unsuspected; accordingly, if any Borrower any Obligor should subsequently discover that any fact that it relied upon in entering into this this release was untrue, or that any understanding of the facts was incorrect, no Borrower Obligor shall be entitled to set aside this release by reason thereof, regardless of any claim of mistake mistake of fact or law or any other circumstances whatsoever. Each Borrower acknowledges Obligor acknowledges that it is not relying upon and has not relied upon any representation or statement statement made by Agent or any Sole Lender with respect to the facts underlying this release or with with regard to any of such party’s rights or asserted rights.
(b) This release may be pleaded as a full and complete defense and/or as a crosscross-complaint or counterclaim against any action, suit, or other proceeding that may be institutedinstituted, prosecuted or attempted in breach of this release. Each Borrower Obligor acknowledges that that the release(s) contained herein constitute(s) a material inducement to Agent and Lenders Sole Lender to enter into this Amendment, and that Agent and Lenders Sole Lender would not have done so but but for Agent’s and Lenders’ Sole Lender’s expectation that such release(s) is valid and enforceable in all eventsevents.
(c) Each Borrower Obligor hereby represents and warrants to Agent and LendersSole Lender, and Agent Agent and Lenders Sole Lender are relying thereon, as follows:
i. Except (i) except as expressly stated in this Amendment, neither Agent nor any Lender Sole Lender nor any other agent, employee or representative of Agent and/or any Sole Lender, has has made any statement or representation to any Borrower Obligor regarding any fact relied upon upon by such Borrower Obligor in entering into this Amendment;
(ii. Each Borrower ) each Obligor has made such investigation of the facts pertaining to this this Amendment and all of the matters appertaining thereto, as it deems necessary;necessary;
(iii. The ) the terms of this Amendment are contractual and not a mere recital; andand
(iv. This ) this Amendment has been carefully read by each BorrowerObligor, the contents contents hereof are known and understood by each such BorrowerObligor, and this Amendment Amendment is signed freely, and without duress, by any BorrowerObligor.
(d) Each Borrower Obligor further represents and warrants that it is the sole and lawful owner owner of all right, title and interest in and to every claim and every other matter which it releases releases herein, and that it has not heretofore assigned or transferred, or purported to assign or or transfer, to any person, firm or entity any claims or other matters herein released. Each Borrower Obligor shall indemnify Agent and each Sole Lender, and defend and hold it/them harmless from from and against all claims based upon or arising in connection with prior assignments or purported purported assignments or transfers of any claims or matters released herein.
Appears in 1 contract
Waiver; Release. To induce Agent and Lenders to enter into (a) As of the date of this First Amendment, including providing each Credit Party on behalf of itself and each of their respective Subsidiaries (collectively, the waivers provided for herein“Releasors”), and for other good and valuable considerationto the fullest extent permitted by law, each Borrower hereby forever waives, relieves, releases, and forever discharges Agent the Administrative Agent, each Lender and each Lender, together with of its or their respective present or former employeestrustees, officers, directors, participants, beneficiaries, agents, representatives, attorneys, affiliates and each employees, and the successors and assigns of themthe foregoing (collectively, the “Released Parties”), from any and all claims, debtsactions, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, suits, defenses, set-offs against the Obligations, and liabilities of every type, kind, nature, description any kind or character whatsoever, whether known or unknown, contingent or matured, suspected or unsuspected, absolute anticipated or contingentunanticipated, arising out of liquidated or unliquidated, claimed or unclaimed, in contract or in any manner whatsoever connected with tort, at law or related to factsin equity, 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 claims, causes of action or alleged act or omission defenses based on the negligence of any of the Released Parties or on behalf any “lender liability” theories of, among others, unfair dealing, control, misrepresentation, omissions, misconduct, overreaching, unconscionability, disparate bargaining position, reliance, equitable subordination, or otherwise, and any claim based upon illegality and any claims or defenses relating to allegations of Agent and/or usury, which relate, in whole or in part, directly or indirectly, to the Loans, the Loan Documents, the Obligations, the Collateral or this First Amendment, in each case, which existed, arose or occurred at any Lender with respect time prior to the date of this First Amendment, including, without limitation, the negotiation, execution, performance or enforcement of the Loan Documents and any security interestthis First Amendment, Liens or Collateral in connection therewith(collectively, or the enforcement of any of Agent and/or Lenders’ rights or remedies thereunder (collectively “Released Claims”). Without limiting the foregoingNo Releasor shall intentionally, willfully or knowingly commence, join in, prosecute, or participate in any suit or other proceeding in a position which is adverse to any of the Released Parties, arising directly or indirectly from any of the Released Claims. The Released Claims shall include include, but are not limited to, any and all liabilities unknown, unanticipated, unsuspected or misunderstood claims and defenses which existed, arose or occurred at any time prior to the date of this First Amendment, all of which are released by the provisions hereof in favor of the Released Parties.
(b) Each Releasor acknowledges and agrees that as of the First Amendment Effective Date, it has no defenses, counterclaims, offsets, cross-complaints, causes of action, rights, claims or demands of any kind or nature whatsoever, including, without limitation, any usury or lender liability claims or defenses, arising out of the Loan Documents or this First Amendment, that can be asserted either to reduce or eliminate all or any part of any of the Releasors’ liability to the Administrative Agent and the Lenders under the Loan Documents, or to seek affirmative relief or damages of any kind or nature from the Administrative Agent or the Lenders, for or in connection with the Loans or any of the Loan Documents. Each Releasor further acknowledges that, to the extent that any such claim does in fact exist as of the First Amendment Effective Date, it is being fully, finally and irrevocably released by them as provided in this First Amendment.
(c) Each Releasor hereby waives the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist as of the date of this First Amendment, which, if known, would have materially affected the decision to agree to these releases. Accordingly, each Releasor hereby agrees, represents and warrants to the Administrative Agent and each Lender that it understands and acknowledges that factual matters now unknown 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 each Releasor further agrees, represents and warrants that the releases provided herein have been negotiated and agreed upon, and in light of, that realization and that each Releasor nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner whatsoever connected with set forth in or related to the Loan Agreement Released Claims and all dealings in connection therewith.
(d) In making the other Loan Documents, releases set forth in this First 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 entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Each Borrower Releasor acknowledges that it is not relying upon and has not relied upon any representation or statement of any kind made by Agent any Released Party.
(e) It is understood and agreed by the Releasors and the Released Parties that the acceptance of delivery of the releases set forth in this First Amendment shall not be deemed or construed as an admission of liability by any Lender with respect of the Released Parties and the Administrative Agent, on behalf of itself and the other Released Parties, hereby expressly denies liability of any nature whatsoever arising from or related to the facts underlying this release or with regard to any subject of such party’s rights or asserted rightsreleases.
b) This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Borrower acknowledges that the release(s) contained herein constitute(s) a material inducement to Agent and Lenders to enter into this Amendment, and that Agent and Lenders would not have done so but for Agent’s and Lenders’ expectation that such release(s) is valid and enforceable in all events.
c) Each Borrower hereby represents and warrants to Agent and Lenders, and Agent and Lenders are relying thereon, as follows:
i. Except as expressly stated in this Amendment, neither Agent nor any Lender nor any other agent, employee or representative of Agent and/or any Lender, has made any statement or representation to any Borrower regarding any fact relied upon by such Borrower in entering into this Amendment;
ii. Each Borrower has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary;
iii. The terms of this Amendment are contractual and not a mere recital; and
iv. This Amendment has been carefully read by each Borrower, the contents hereof are known and understood by each such Borrower, and this Amendment is signed freely, and without duress, by any Borrower.
d) Each Borrower further represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Each Borrower shall indemnify Agent and each Lender, and defend and hold it/them harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.
Appears in 1 contract
Waiver; Release. To induce Agent and Lenders to enter into (a) As of the date of this Second Amendment, including providing each Credit Party on behalf of itself and each of their respective Subsidiaries (collectively, the waivers provided for herein“Releasors”), and for other good and valuable considerationto the fullest extent permitted by law, each Borrower hereby forever waives, relieves, releases, and forever discharges Agent the Administrative Agent, each Lender and each Lender, together with of its or their respective present or former employeestrustees, officers, directors, participants, beneficiaries, agents, representatives, attorneys, affiliates and each employees, and the successors and assigns of themthe foregoing (collectively, the “Released Parties”), from any and all claims, debtsactions, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, suits, defenses, set-offs against the Obligations, and liabilities of every type, kind, nature, description any kind or character whatsoever, whether known or unknown, contingent or matured, suspected or unsuspected, absolute anticipated or contingentunanticipated, arising out of liquidated or unliquidated, claimed or unclaimed, in contract or in any manner whatsoever connected with tort, at law or related to factsin equity, 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 claims, causes of action or alleged act or omission defenses based on the negligence of any of the Released Parties or on behalf any “lender liability” theories of, among others, unfair dealing, control, misrepresentation, omissions, misconduct, overreaching, unconscionability, disparate bargaining position, reliance, equitable subordination, or otherwise, and any claim based upon illegality and any claims or defenses relating to allegations of Agent and/or usury, which relate, in whole or in part, directly or indirectly, to the Loans, the Loan Documents, the Obligations, the Collateral or this Second Amendment, in each case, which existed, arose or occurred at any Lender with respect time prior to the date of this Second Amendment, including, without limitation, the negotiation, execution, performance or enforcement of the Loan Documents and any security interestthis Second Amendment, Liens or Collateral in connection therewith(collectively, or the enforcement of any of Agent and/or Lenders’ rights or remedies thereunder (collectively “Released Claims”). Without limiting the foregoingNo Releasor shall intentionally, willfully or knowingly commence, join in, prosecute, or participate in any suit or other proceeding in a position which is adverse to any of the Released Parties, arising directly or indirectly from any of the Released Claims. The Released Claims shall include include, but are not limited to, any and all liabilities unknown, unanticipated, unsuspected or misunderstood claims and defenses which existed, arose or occurred at any time prior to the date of this Second Amendment, all of which are released by the provisions hereof in favor of the Released Parties.
(b) Each Releasor acknowledges and agrees that as of the Second Amendment Effective Date, it has no defenses, counterclaims, offsets, cross-complaints, causes of action, rights, claims or demands of any kind or nature whatsoever, including, without limitation, any usury or lender liability claims or defenses, arising out of the Loan Documents or this Second Amendment, that can be asserted either to reduce or eliminate all or any part of any of the Releasors’ liability to the Administrative Agent and the Lenders under the Loan Documents, or to seek affirmative relief or damages of any kind or nature from the Administrative Agent or the Lenders, for or in connection with the Loans or any of the Loan Documents. Each Releasor further acknowledges that, to the extent that any such claim does in fact exist as of the Second Amendment Effective Date, it is being fully, finally and irrevocably released by them as provided in this Second Amendment.
(c) Each Releasor hereby waives the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist as of the date of this Second Amendment, which, if known, would have materially affected the decision to agree to these releases. Accordingly, each Releasor hereby agrees, represents and warrants to the Administrative Agent and each Lender that it understands and acknowledges that factual matters now unknown 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 each Releasor further agrees, represents and warrants that the releases provided herein have been negotiated and agreed upon, and in light of, that realization and that each Releasor nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner whatsoever connected with set forth in or related to the Loan Agreement Released Claims and all dealings in connection therewith.
(d) In making the other Loan Documents, releases set forth in this Second 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 entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Each Borrower Releasor acknowledges that it is not relying upon and has not relied upon any representation or statement of any kind made by Agent any Released Party.
(e) It is understood and agreed by the Releasors and the Released Parties that the acceptance of delivery of the releases set forth in this Second Amendment shall not be deemed or construed as an admission of liability by any Lender with respect of the Released Parties and the Administrative Agent, on behalf of itself and the other Released Parties, hereby expressly denies liability of any nature whatsoever arising from or related to the facts underlying this release or with regard to any subject of such party’s rights or asserted rightsreleases.
b) This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Borrower acknowledges that the release(s) contained herein constitute(s) a material inducement to Agent and Lenders to enter into this Amendment, and that Agent and Lenders would not have done so but for Agent’s and Lenders’ expectation that such release(s) is valid and enforceable in all events.
c) Each Borrower hereby represents and warrants to Agent and Lenders, and Agent and Lenders are relying thereon, as follows:
i. Except as expressly stated in this Amendment, neither Agent nor any Lender nor any other agent, employee or representative of Agent and/or any Lender, has made any statement or representation to any Borrower regarding any fact relied upon by such Borrower in entering into this Amendment;
ii. Each Borrower has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary;
iii. The terms of this Amendment are contractual and not a mere recital; and
iv. This Amendment has been carefully read by each Borrower, the contents hereof are known and understood by each such Borrower, and this Amendment is signed freely, and without duress, by any Borrower.
d) Each Borrower further represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Each Borrower shall indemnify Agent and each Lender, and defend and hold it/them harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.
Appears in 1 contract
Waiver; Release. 6.1 Each Vendor acknowledges and agrees that, from and after Completion, such Vendor shall have no rights with respect to his or her Relevant Shares or Relevant Existing Loans. The transactions contemplated hereby (including the payment and delivery of the Share Consideration and the Loan Consideration on the terms set forth herein) are intended by the parties to satisfy in full all obligations owed to the Vendors under the Camfaud Articles (including 30.3 thereof) and the Relevant Existing Loans arising in connection with the Master Merger Agreement. To induce Agent the extent the purchase and Lenders sale of the Relevant Shares or Relevant Existing Loans or the other transactions contemplated hereby are inconsistent with, are prohibited by or constitute a variance from the terms of the Camfaud Articles, Relevant Existing Loans or any related documentation, the Vendors hereby waive any rights or claims relating to enter into this Amendmentsuch inconsistency, including providing prohibition or variance. In furtherance of the waivers provided for hereinforegoing, and for other good subject to the Completion and valuable considerationeffective as of the Completion, each Borrower hereby forever waivesVendor, relieveson behalf of such Vendor and such Vendor’s successors, assigns, next-of-kin, representatives, administrators, executors, agents and any other person or entity claiming by, through, or under any of the foregoing, unconditionally and irrevocably releases, waives and forever discharges Agent and each Lender, together with its respective present or former employees, officers, directors, agents, representatives, attorneys, and each of themthe Company, Purchaser or any of their respective Affiliates (including PGP) to the fullest extent permitted by law, any from any and all claims, debts, liabilities, demands, obligationsdamages, promisesjudgments, acts, agreements, costs and expenses, actions and causes of action, action and liabilities of every type, kind, nature, description or character any nature whatsoever, whether known or unknownnot known, suspected or unsuspected, absolute or contingentclaimed, arising out of directly or in indirectly from any manner whatsoever connected act, omission, event or transaction occurring (or any circumstances existing) on or prior to the Completion Date, but excluding Retained Claims (collectively, “Claims”), it may have with or related respect 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 its Relevant Shares 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 otherwiseRelevant Existing Loans, including, without limitation, any actual Claims that the purchase and sale of the Relevant Shares hereunder was not completed in accordance with the Camfaud Articles or alleged act that the purchase and sale of the Relevant Existing Loans was not completed in accordance with the terms of the Relevant Existing Loans. Notwithstanding the foregoing, nothing in this Clause 6 shall relieve any person from any claim arising from 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 therewithwith this Agreement, the Put/Call Agreement, any other agreement entered into by each Vendor in connection with his or her entry into this Agreement or the enforcement of Vendors rights (if any) under the UK Camfaud Acquisition Agreement or the UK Oxford Acquisition Agreement to any of Agent and/or Lenders’ rights or remedies thereunder Contingent Deferred Consideration (collectively as such term is defined in the UK Camfaud Acquisition Agreement and UK Oxford Acquisition Agreement) (collectively, “Released Retained 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 entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Each Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made by Agent or any Lender with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.
b) This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Borrower acknowledges that the release(s) contained herein constitute(s) a material inducement to Agent and Lenders to enter into this Amendment, and that Agent and Lenders would not have done so but for Agent’s and Lenders’ expectation that such release(s) is valid and enforceable in all events.
c) Each Borrower hereby represents and warrants to Agent and Lenders, and Agent and Lenders are relying thereon, as follows:
i. Except as expressly stated in this Amendment, neither Agent nor any Lender nor any other agent, employee or representative of Agent and/or any Lender, has made any statement or representation to any Borrower regarding any fact relied upon by such Borrower in entering into this Amendment;
ii. Each Borrower has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary;
iii. The terms of this Amendment are contractual and not a mere recital; and
iv. This Amendment has been carefully read by each Borrower, the contents hereof are known and understood by each such Borrower, and this Amendment is signed freely, and without duress, by any Borrower.
d) Each Borrower further represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Each Borrower shall indemnify Agent and each Lender, and defend and hold it/them harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.
Appears in 1 contract
Samples: Share Purchase Agreement (Industrea Acquisition Corp.)
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 Obligor hereby forever waives, relieves, releases, and forever discharges Agent and each LenderLenders, 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 Lenders with respect to the Loan Documents and any security interest, Liens or Collateral in connection therewith, or the enforcement of any of Agent Agent’s 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 Obligor 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 Obligor hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected; accordingly, if any Borrower Obligor 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 Obligor shall be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Each Borrower Obligor acknowledges that it is not relying upon and has not relied upon any representation or statement made by Agent or any Lender Lenders with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.
(b) This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Borrower Obligor acknowledges that the release(s) contained herein constitute(s) a material inducement to Agent and Lenders to enter into this Amendment, and that Agent and Lenders would not have done so but for Agent’s and Lenders’ expectation that such release(s) is valid and enforceable in all events.
(c) Each Borrower Obligor hereby represents and warrants to Agent and Lenders, and Agent and Lenders are relying thereon, as follows:
i. Except as expressly stated in this Amendment, neither Agent nor any Lender nor any other agent, employee or representative of Agent and/or any LenderLenders, has made any statement or representation to any Borrower Obligor regarding any fact relied upon by such Borrower Obligor in entering into this Amendment;
ii. Each Borrower Obligor has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary;
iii. The terms of this Amendment are contractual and not a mere recital; and
iv. This Amendment has been carefully read by each BorrowerObligor, the contents hereof are known and understood by each such BorrowerObligor, and this Amendment is signed freely, and without duress, by any Borrowereach such Obligor.
(d) Each Borrower Obligor further represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Each Borrower Obligor shall indemnify Agent and each LenderLenders, and defend and hold it/them harmless from and against all claims based upon upon, or arising in connection with with, prior assignments or purported assignments or transfers of any claims or matters released herein.
Appears in 1 contract
Waiver; Release. To induce Agent and Lenders to enter into (a) As of the date of this Fifth Amendment, including providing each Credit Party on behalf of itself and each of their respective Subsidiaries (collectively, the waivers provided for herein“Releasors”), and for other good and valuable considerationto the fullest extent permitted by law, each Borrower hereby forever waives, relieves, releases, and forever discharges Agent the Administrative Agent, each Lender and each Lender, together with of its or their respective present or former employeestrustees, officers, directors, participants, beneficiaries, agents, representatives, attorneys, affiliates and each employees, and the successors and assigns of themthe foregoing (collectively, the “Released Parties”), from any and all claims, debtsactions, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, suits, defenses, set-offs against the Obligations, and liabilities of every type, kind, nature, description any kind or character whatsoever, whether known or unknown, contingent or matured, suspected or unsuspected, absolute anticipated or contingentunanticipated, arising out of liquidated or unliquidated, claimed or unclaimed, in contract or in any manner whatsoever connected with tort, at law or related to factsin equity, 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 claims, causes of action or alleged act or omission defenses based on the negligence of any of the Released Parties or on behalf any “lender liability” theories of, among others, unfair dealing, control, misrepresentation, omissions, misconduct, overreaching, unconscionability, disparate bargaining position, reliance, equitable subordination, or otherwise, and any claim based upon illegality and any claims or defenses relating to allegations of Agent and/or usury, which relate, in whole or in part, directly or indirectly, to the Loans, the Loan Documents, the Obligations, the Collateral or this Fifth Amendment, in each case, which existed, arose or occurred at any Lender with respect time prior to the date of this Fifth Amendment, including, without limitation, the negotiation, execution, performance or enforcement of the Loan Documents and any security interestthis Fifth Amendment, Liens or Collateral in connection therewith(collectively, or the enforcement of any of Agent and/or Lenders’ rights or remedies thereunder (collectively “Released Claims”). Without limiting the foregoingNo Releasor shall intentionally, willfully or knowingly commence, join in, prosecute, or participate in any suit or other proceeding in a position which is adverse to any of the Released Parties, arising directly or indirectly from any of the Released Claims. The Released Claims shall include include, but are not limited to, any and all liabilities unknown, unanticipated, unsuspected or misunderstood claims and defenses which existed, arose or occurred at any time prior to the date of this Fifth Amendment, all of which are released by the provisions hereof in favor of the Released Parties.
(b) Each Releasor acknowledges and agrees that as of the Fifth Amendment Effective Date, it has no defenses, counterclaims, offsets, cross-complaints, causes of action, rights, claims or demands of any kind or nature whatsoever, including, without limitation, any usury or lender liability claims or defenses, arising out of the Loan Documents or this Fifth Amendment, that can be asserted either to reduce or eliminate all or any part of any of the Releasors’ liability to the Administrative Agent and the Lenders under the Loan Documents, or to seek affirmative relief or damages of any kind or nature from the Administrative Agent or the Lenders, for or in connection with the Loans or any of the Loan Documents. Each Releasor further acknowledges that, to the extent that any such claim does in fact exist as of the Fifth Amendment Effective Date, it is being fully, finally and irrevocably released by them as provided in this Fifth Amendment.
(c) Each Releasor hereby waives the provisions of any applicable laws restricting the release of claims which the releasing parties do not know or suspect to exist as of the date of this Fifth Amendment, which, if known, would have materially affected the decision to agree to these releases. Accordingly, each Releasor hereby agrees, represents and warrants to the Administrative Agent and each Lender that it understands and acknowledges that factual matters now unknown 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 each Releasor further agrees, represents and warrants that the releases provided herein have been negotiated and agreed upon, and in light of, that realization and that each Releasor nevertheless hereby intends to release, discharge and acquit the parties set forth hereinabove from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are in any manner whatsoever connected with set forth in or related to the Loan Agreement Released Claims and all dealings in connection therewith.
(d) In making the other Loan Documents, releases set forth in this Fifth 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 entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Each Borrower Releasor acknowledges that it is not relying upon and has not relied upon any representation or statement of any kind made by Agent any Released Party.
(e) It is understood and agreed by the Releasors and the Released Parties that the acceptance of delivery of the releases set forth in this Fifth Amendment shall not be deemed or construed as an admission of liability by any Lender with respect of the Released Parties and the Administrative Agent, on behalf of itself and the other Released Parties, hereby expressly denies liability of any nature whatsoever arising from or related to the facts underlying this release or with regard to any subject of such party’s rights or asserted rightsreleases.
b) This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Borrower acknowledges that the release(s) contained herein constitute(s) a material inducement to Agent and Lenders to enter into this Amendment, and that Agent and Lenders would not have done so but for Agent’s and Lenders’ expectation that such release(s) is valid and enforceable in all events.
c) Each Borrower hereby represents and warrants to Agent and Lenders, and Agent and Lenders are relying thereon, as follows:
i. Except as expressly stated in this Amendment, neither Agent nor any Lender nor any other agent, employee or representative of Agent and/or any Lender, has made any statement or representation to any Borrower regarding any fact relied upon by such Borrower in entering into this Amendment;
ii. Each Borrower has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary;
iii. The terms of this Amendment are contractual and not a mere recital; and
iv. This Amendment has been carefully read by each Borrower, the contents hereof are known and understood by each such Borrower, and this Amendment is signed freely, and without duress, by any Borrower.
d) Each Borrower further represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Each Borrower shall indemnify Agent and each Lender, and defend and hold it/them harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.
Appears in 1 contract
Waiver; Release. To induce Agent and Lenders Sole Lender to enter into this Amendment, including providing the waivers provided for herein, and for other good and valuable consideration, each Borrower Obligor hereby forever waives, relieves, releases, and forever discharges Agent and each Sole 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 Sole 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’ Sole Lender’s 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 Obligor 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 Obligor hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected; accordingly, if any Borrower Obligor 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 Obligor shall be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Each Borrower Obligor acknowledges that it is not relying upon and has not relied upon any representation or statement made by Agent or any Sole Lender with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.
(b) This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Borrower Obligor acknowledges that the release(s) contained herein constitute(s) a material inducement to Agent and Lenders Sole Lender to enter into this Amendment, and that Agent and Lenders Sole Lender would not have done so but for Agent’s and Lenders’ Sole Lender’s expectation that such release(s) is valid and enforceable in all events.
(c) Each Borrower Obligor hereby represents and warrants to Agent and LendersSole Lender, and Agent and Lenders Sole Lender are relying thereon, as follows:
i. Except as expressly stated in this Amendment, neither Agent nor any Sole Lender nor any other agent, employee or representative of Agent and/or any Sole Lender, has made any statement or representation to any Borrower Obligor regarding any fact relied upon by such Borrower Obligor in entering into this Amendment;
ii. Each Borrower Obligor has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary;
iii. The terms of this Amendment are contractual and not a mere recital; and
iv. This Amendment has been carefully read by each BorrowerObligor, the contents hereof are known and understood by each such BorrowerObligor, and this Amendment is signed freely, and without duress, by any BorrowerObligor.
(d) Each Borrower Obligor further represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Each Borrower Obligor shall indemnify Agent and each Sole Lender, and defend and hold it/them harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.
Appears in 1 contract
