disclosed to the Lender in writing, the organizational documents of the Co-Borrowers have not been amended, modified, and/or supplemented in any material way since the date such documents were delivered to the Lender, and (iii) the Co-Borrowers have taken all necessary action required by law and by their respective governing documents (as applicable) to execute and deliver this First Amendment and that such execution and delivery constitutes the legal and validly binding action of the Co-Borrowers.
7.Post-Closing Undertaking. The Co-Borrowers hereby covenant and agree that they shall deliver to the Lender, on or prior to October 31, 2020, a Landlord Subordination Agreement in form and substance reasonably acceptable to Lender with respect to the property leased by Interwork located at 2721 Transit Road, Suite 109, Elma, New York 14059.
8.Release and Waiver of Claims. (i)To induce the Lender to enter into this First Amendment, the Co-Borrowers, for and on behalf of themselves and any person claiming by, through, or under the Co-Borrowers, and their respective successors, assigns, affiliates, subsidiaries, parents, officers, shareholders, directors, employees, attorneys, agents, past, present, and future, and all of their respective heirs, executors, administrators, successors, and assigns (hereinafter collectively referred to as the “Releasors”, and individually as a “Releasor”), shall and hereby do fully, finally, unconditionally, completely, and irrevocably remise, release, acquit, and forever discharge the Lender and its successors, assigns, affiliates, subsidiaries, parents, officers, shareholders, directors, members, partners, employees, trustees, administrators, attorneys, agents, and properties, past, present, and future, and all of their respective heirs, executors, administrators, successors and assigns, as releasees (hereinafter collectively referred to as the “Releasees”, and individually as a “Releasee”), of and from any and all “Claims” (as such term is hereinafter defined) which any of the Releasors ever had, now have, or may have against any of the Releasees. The Co-Borrowers hereby represent and warrant that they have not assigned, pledged, hypothecated, and/or otherwise divested themselves and/or encumbered all or any part of the Claims being released hereby and that they hereby agree to defend, indemnify, and hold harmless any and all of Releasees against whom any Claim so assigned, pledged, hypothecated, divested, and/or encumbered is asserted.
(ii)The term “Claims” shall mean any and all manner of actions, disputes, causes of action, suits, debts, liabilities, liens, dues, accounts, bonds, covenants, contracts, agreements, promises, warranties, guaranties, representations, judgments, damages (whether direct or indirect, consequential, special, exemplary, compensatory, or punitive), claims (including, without limitation, any claim for contribution or indemnity, and any claim based upon allegations of negligence, gross negligence, breach of fiduciary duty, breach of any alleged duty of fair dealing in good faith, economic coercion, usury, tortious interference, or any other theory, cause of action, occurrence, matter, or thing which might result in liability upon any of the Releasees arising or occurring on or before the date hereof), counterclaims, crossclaims, controversies, defenses, and/or demands of any and every type and nature whatsoever, including claims for contribution and/or indemnity, whether now known or unknown, suspected or unsuspected, past or present, direct or indirect, asserted or unasserted, contingent or liquidated, concealed, hidden, latent, or patent, verbal or written, at law, by statute, or in equity, in contract or in tort, under state or Federal jurisdiction, or resulting from any assignment, if any, and whether or not the economic effects of such alleged matters arise or are discovered in the future on account of, for, arising out of, or resulting from, or by reason of, any cause, matter, or thing whatsoever, arising from the beginning of time through and including the date of execution of this First Amendment, including, without limitation, any and all Claims relating to or arising from the lending or any other relationship between any of the Releasees and the Co-Borrowers or any other Person in connection with the Loan Facility.
(iii)Each Releasor understands, acknowledges, and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against