Release Clause Example with 212 Variations from Business Contracts
This page contains Release clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender and their respective successors and assigns, and their respective present and former shareholders, affil...iates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the Second Amendment Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement or any of the other Loan Documents or transactions thereunder or related thereto. (b) Each Borrower understands, acknowledges and agrees that its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.View More
Variations of a "Release" Clause from Business Contracts
Release. (a) In consideration of the agreements of the Agent and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, the Parent, the Borrower and each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, Loan Party Obligor hereby absolutely, unconditionally and irrevocably releases, remises releases and forever discharges the Agent and each Lender and their respective directors,... officers, employees, agents, attorneys, affiliates, subsidiaries, successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders assigns from any and all such other persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, liabilities, obligations, actions, contracts, claims, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages damages, demands, costs and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities expenses whatsoever (individually, a "Claim" and collectively, "Claims") (collectively "Claims"), of every name kind and nature, however evidenced or created, whether known or unknown, suspected directly arising out of, connected with or unsuspected, both at law and in equity, which related to the Loan Agreement (as amended hereby) or any other Loan Document, or any act, event or transaction related or attendant thereto, other than Claims arising out of fraud or willful misconduct, arising prior to or on the date hereof, including, but not limited to, any Claims involving the extension of credit under the Loan Agreement or the other Loan Documents, as each may be amended, the Obligations incurred by the Parent, the Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees Loan Party Obligor or any of them for, upon, other transactions evidenced by or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior related to the Second Amendment Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement or any of the other Loan Documents 5. Miscellaneous. a. This Amendment shall be governed by and construed in accordance with the law of the State of New York applicable to contracts made and to be performed therein without regard to conflict of law principles. Further, the law of the State of New York shall apply to all disputes or transactions thereunder controversies arising out of or connected to or with this Amendment without regard to conflict of law principles. All parts of the Loan Agreement not affected by this Amendment are hereby ratified and affirmed in all respects, provided that if any provision of the Loan Agreement shall conflict or be inconsistent with this Amendment, the terms of this Amendment shall supersede and prevail. Upon the execution of this Amendment, unless expressly indicated otherwise, all references to the Loan Agreement in that document, or in any related thereto. (b) Each Borrower understands, acknowledges document, shall mean the Loan Agreement as amended by this Amendment. Except as expressly provided in this Amendment, the execution and agrees that its release set forth above may be pleaded as delivery of this Amendment does not and will not amend, modify or supplement any provision of, or constitute a full and complete defense and may be used as consent to or a basis for an injunction against waiver of any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of noncompliance with the provisions of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence the Loan Agreement, and, except as specifically provided in this Amendment, the Loan Agreement shall remain in full force and effect. b. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or transaction which could now written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page to this Amendment by telecopy, pdf or other electronic transmission shall be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature as effective as delivery of the release set forth above. a manually executed counterpart of this Amendment. View More
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is Each Borrower hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably waives, releases, remises and forever discharges Agent each member of the Lender Group, each of their respective Affiliates, and each Lender and of their... respective successors officers, directors, employees, and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders (collectively, the "Releasees"), from any and all such other persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all claims, demands, actions, obligations, liabilities, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums damages, losses, costs and expenses of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, kind or character, known or unknown, past or present, liquidated or unliquidated, suspected or unsuspected, both at law and in equity, which any such Borrower ever had, now has or any of its successors, assigns, or other legal representatives may now or might hereafter own, hold, have or claim to have against the Releasees any such Releasee which relates, directly or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior indirectly, to the Second Amendment Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Credit Agreement or any of the other Loan Documents Document, or transactions thereunder to any acts or related thereto. (b) Each omissions of any such Releasee with respect to the Credit Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents. As to each and every claim released hereunder, each Borrower understands, acknowledges hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and agrees that its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach having been so advised, each Borrower specifically waives the benefit of the provisions of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature Section 1542 of the release set forth above. Civil Code of California which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." As to each and every claim released hereunder, each Borrower also waives the benefit of each other similar provision of applicable federal or state law, if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. View More
Release. (a) In consideration of the agreements of Agent contained in this Amendment and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, on behalf of Loan Party (for itself and its Subsidiaries and the successors, assigns, heirs and other legal representatives, representatives of each of the foregoing) (collectively, the "Releasors") does hereby absolutely, fully, finally, unconditionally and irrevocably r...eleases, remises release and forever discharges Agent and discharge each Agent, each Lender and each of their respective successors Affiliates, officers, directors, employees, attorneys, consultants and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders (collectively, the "Released Parties") from any and all such other persons being hereinafter referred to collectively as the "Releasees" debts, claims, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, in each case, whether known or unknown, suspected contingent or unsuspected, both at fixed, direct or indirect, and of whatever nature or description, and whether in law and or in equity, under contract, tort, statute or otherwise, which any Borrower Releasor has heretofore had or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have can, shall or claim to may have against the Releasees or any of them for, upon, or Released Party by reason of any circumstance, action, cause act, omission or thing whatsoever which arises at any time done or omitted to be done on or prior to the Second Fifth Amendment Effective Date, including, without limitation, for Date directly arising out of, connected with or on account of, related to this Amendment, the Financing Agreement or in relation to, any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of any Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Loan Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral. 5 9. Miscellaneous. (a) This Amendment may be executed in any way number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment. (b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. (c) The Borrowers will pay on demand all reasonable fees, costs and expenses of the Agents in connection with the Loan Agreement or any preparation, execution and delivery of this Amendment. (d) This Amendment shall be governed by, and construed in accordance with, the laws of the other State of New York. (e) Each Loan Documents or transactions thereunder or related thereto. (b) Each Borrower understands, Party hereby acknowledges and agrees that its release this Amendment constitutes a "Loan Document" under the Financing Agreement. Accordingly, it shall be an Event of Default under the Financing Agreement if (i) any representation or warranty made by a Loan Party under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, or (ii) after giving effect to any applicable grace periods set forth above may in the Loan Documents, any Loan Party shall fail to perform or observe any term, covenant or agreement contained in this Amendment. (f) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of ineffective to the provisions extent of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence prohibition or transaction which could now be asserted unenforceability without invalidating the remaining portions hereof or which may hereafter be discovered shall affect affecting the validity or enforceability of such provision in any manner the final, absolute and unconditional nature other jurisdiction. [Remainder of the release set forth above. page intentionally left blank.] View More
Release. (a) In consideration of the agreements of Agent contained in this Amendment and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, on behalf of Loan Party (for itself and its Subsidiaries and the successors, assigns, heirs and other legal representatives, representatives of each of the foregoing) (collectively, the "Releasors") does hereby absolutely, fully, finally, unconditionally and irrevocably r...eleases, remises release and forever discharges Agent and discharge each Agent, each Lender and each of their respective successors Affiliates, officers, directors, employees, attorneys, consultants and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders (collectively, the "Released Parties") from any and all such other persons being hereinafter referred to collectively as the "Releasees" debts, claims, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, in each case, whether known or unknown, suspected contingent or unsuspected, both at fixed, direct or indirect, and of whatever nature or description, and whether in law and or in equity, under contract, tort, statute or otherwise, which any Borrower Releasor has heretofore had or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have can, shall or claim to may have against the Releasees or any of them for, upon, or Released Party by reason of any circumstance, action, cause act, omission or thing whatsoever which arises at any time done or omitted to be done on or prior to the Second Amendment Effective Date, including, without limitation, for Date directly arising out of, connected with or on account of, related to this Amendment, the Financing Agreement or in relation to, any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of any Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Loan Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral. 4 7. Miscellaneous. (a) This Amendment may be executed in any way number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment. (b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. (c) The Borrowers will pay on demand all reasonable fees, costs and expenses of the Agents in connection with the Loan Agreement or any preparation, execution and delivery of this Amendment. (d) This Amendment shall be governed by, and construed in accordance with, the laws of the other State of New York. (e) Each Loan Documents or transactions thereunder or related thereto. (b) Each Borrower understands, Party hereby acknowledges and agrees that its release this Amendment constitutes a "Loan Document" under the Financing Agreement. Accordingly, it shall be an Event of Default under the Financing Agreement if (i) any representation or warranty made by a Loan Party under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, or (ii) after giving effect to any applicable grace periods set forth above may in the Loan Documents, any Loan Party shall fail to perform or observe any term, covenant or agreement contained in this Amendment. (f) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of ineffective to the provisions extent of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence prohibition or transaction which could now be asserted unenforceability without invalidating the remaining portions hereof or which may hereafter be discovered shall affect affecting the validity or enforceability of such provision in any manner the final, absolute and unconditional nature other jurisdiction. [Remainder of the release set forth above. page intentionally left blank.] View More
Release. (a) In The Agents and the Lenders wish (and each Loan Party agrees) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Agents' and the Lenders' rights, interests, security and/or remedies under the Financing Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements of Agent contained in this Amendment and Lenders contained herein and for other good and valuable... consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, on behalf of Loan Party (for itself and its Affiliates and the successors, assigns, heirs and other legal representatives, representatives of each of the foregoing) (collectively, the "Releasors") does hereby absolutely, fully, finally, unconditionally and irrevocably releases, remises release and forever discharges Agent and discharge each Agent, each Lender and each of their respective successors Affiliates, officers, directors, employees, attorneys, consultants and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders (collectively, the "Released Parties") from any and all such other persons being hereinafter referred to collectively as the "Releasees" debts, claims, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, in each case, whether known or unknown, suspected contingent or unsuspected, both at fixed, direct or indirect, and of whatever nature or description, and whether in law and or in equity, under contract, tort, statute or otherwise, which any Borrower Releasor has heretofore had or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have can, shall or claim to may have against the Releasees or any of them for, upon, or Released Party by reason of any circumstance, action, cause act, omission or thing whatsoever which arises at any time on done or omitted to be done prior to the Second Sixth Amendment Effective Date, including, without limitation, for Date arising out of, connected with or on account of, or in relation to, or related in any way to this Amendment, the Financing Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of any Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of each Loan Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral prior to the Sixth Amendment Effective Date. 5 7. Miscellaneous. (a) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment. (b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. (c) This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. (d) Each Loan Party hereby acknowledges and agrees that this Amendment constitutes a "Loan Document" under the Financing Agreement. Accordingly, it shall be an Event of Default under the Financing Agreement (i) if any representation or warranty made by a Loan Party under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, or (ii) any Loan Party shall fail to perform or observe any term, covenant or agreement contained in this Amendment. (e) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. (f) Subject to the provisions of Section 12.04 of the Financing Agreement, the Borrower will pay on demand all reasonable and documented out-of-pocket fees, costs and expenses of the Agents and the Lenders in connection with the Loan Agreement preparation, execution and delivery of this Amendment or any otherwise payable under the Financing Agreement, including, without limitation, reasonable fees, disbursements and other charges of counsel to the other Loan Documents or transactions thereunder or related thereto. (b) Each Borrower understands, acknowledges Agents and agrees that its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. Lenders. View More
Release. Borrower hereby acknowledges and agrees that: (a) In to its knowledge neither it nor any of its Affiliates have any claim or cause of action against Bank (or any of its Affiliates, officers, directors, employees, attorneys, consultants or agents) under the Loan Agreement as of the date hereof and (b) to its knowledge, as of the date hereof, Bank has heretofore properly performed and satisfied in a timely manner all of its obligations to Borrower under the Loan Agreement. Notwithstanding the fore...going, Bank wishes to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of Bank's rights, interests and/or remedies under the Loan Agreement. Accordingly, for and in consideration of the agreements of Agent contained in this Fifth Amendment and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, on behalf of Borrower (for itself and its successors, assigns, Affiliates and other legal representatives, the successors and assigns of each of the foregoing) (each a "Releasor" and collectively, the "Releasors") does hereby absolutely, fully, finally, unconditionally and irrevocably releases, remises release and forever discharges Agent discharge Bank and each Lender its Affiliates, officers, directors, employees, attorneys, consultants and their respective successors agents (each a "Released Party" and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders collectively, the "Released Parties") from any and all such other persons being hereinafter referred to collectively as the "Releasees" debts, claims, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, in each case, whether known or unknown, suspected contingent or unsuspected, both at fixed, direct or indirect, and of whatever nature or description, and whether in law and or in equity, which any Borrower under contract, tort, statute or any of its successors, assigns, otherwise, in each case that exist or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time occurred on or prior to the Second date of this Fifth Amendment Effective Date, including, without limitation, which any Releasor has heretofore had or now shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, except for a Released Party's gross negligence or on account willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction, prior to the date hereof arising out of, connected with or in relation to, or related in any way to the Loan Agreement, or any act, event or transaction related or attendant thereto, or Bank's agreements contained therein, or the possession, use, operation or control in connection with the Loan Agreement or therewith of any of the other Loan Documents assets of Borrower, or transactions thereunder the making of any advance thereunder, or related thereto. (b) Each Borrower understands, acknowledges and agrees that its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions management of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence advance, in each case on or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner prior to the final, absolute and unconditional nature date of the release set forth above. this Fifth Amendment. View More
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender and their respective successors and assigns, and their respective present and former shareholders, affil...iates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the Second Amendment Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement or any of the other Loan Documents or transactions thereunder or related thereto. (b) Each Borrower understands, acknowledges and agrees that its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. EACH CREDIT PARTY HEREBY ACKNOWLEDGES AND AGREES THAT: (A) NEITHER IT NOR ANY OF ITS AFFILIATES HAS ANY CLAIM OR CAUSE OF ACTION AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER (OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, CONSULTANTS OR AGENTS) AND (B) THE ADMINISTRATIVE AGENT AND EACH LENDER HAS HERETOFORE PROPERLY PERFORMED AND SATISFIED IN A TIMELY MANNER ALL OF ITS OBLIGATIONS TO SUCH CREDIT PARTY AND ITS AFFILIATES UNDER THE CREDIT AGREEMENT AND THE OTHER FINANCING DOCUMENTS. NOTWITHSTANDING THE FOREGOING, THE ADMINISTRATIVE AGENT AND THE LENDERS WISH (AND EACH CREDIT PARTY AGREES) TO ELIMINATE ANY POSSIBILITY THAT ANY PAST CONDITIONS, ACTS, OMISSIONS, EVENTS OR CIRCUMSTANCES WOULD IMPAIR OR OTHERWISE ADVERSELY AFFECT ANY OF THE ADMINISTRATIVE AGENT'S AND THE LENDERS' RIGHTS, INTERESTS, SECURITY AND/OR REMEDIES UNDER THE CREDIT AGREEMENT AND THE OTHER FINANCING DOCUMENTS. ACCORDINGLY, FOR AND IN CONSIDERATION OF THE AGREEMENTS CONTAINED IN THIS AMENDMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, EACH CREDIT PARTY (FOR ITSELF AND ITS AFFILIATES AND THE SUCCESSORS, ASSIGNS, HEIRS AND REPRESENTATIVES OF EACH OF THE FOREGOING) (COLLECTIVELY, THE "RELEASORS") DOES HEREBY FULLY, FINALLY, UNCONDITIONALLY AND IRREVOCABLY RELEASE AND FOREVER DISCHARGE THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, CONSULTANTS AND AGENTS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL DEBTS, CLAIMS, OBLIGATIONS, DAMAGES, COSTS, ATTORNEYS' FEES, SUITS, DEMANDS, LIABILITIES, ACTIONS, PROCEEDINGS AND CAUSES OF ACTION, IN EACH CASE, WHETHER KNOWN OR UNKNOWN, CONTINGENT OR FIXED, DIRECT OR INDIRECT, AND OF WHATEVER NATURE OR DESCRIPTION, AND WHETHER IN LAW OR IN EQUITY, UNDER CONTRACT, TORT, STATUTE OR OTHERWISE, WHICH ANY RELEASOR HAS HERETOFORE HAD OR NOW OR HEREAFTER CAN, SHALL OR MAY HAVE AGAINST ANY RELEASED PARTY BY REASON OF ANY ACT, OMISSION OR THING WHATSOEVER DONE OR OMITTED TO BE DONE ON OR PRIOR TO THE DATE HEREOF ARISING OUT OF, CONNECTED WITH OR RELATED IN ANY WAY TO THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER FINANCING DOCUMENT, OR ANY ACT, EVENT OR TRANSACTION RELATED OR ATTENDANT THERETO, OR THE AGREEMENTS OF THE ADMINISTRATIVE AGENT OR ANY LENDER CONTAINED THEREIN, OR THE POSSESSION, USE, OPERATION OR CONTROL OF ANY OF THE ASSETS OF EACH CREDIT PARTY, OR THE MAKING OF ANY LOANS OR OTHER ADVANCES, OR THE MANAGEMENT OF SUCH LOANS OR ADVANCES OR THE COLLATERAL ON OR PRIOR TO THE DATE HEREOF. View More
Release. Borrower hereby acknowledges and agrees that: (a) In to its knowledge neither it nor any of its Affiliates have any claim or cause of action against Bank (or any of its Affiliates, officers, directors, employees, attorneys, consultants or agents) under the Loan Agreement as of the date hereof and (b) to its knowledge, as of the date hereof, Bank has heretofore properly performed and satisfied in a timely manner all of their respective obligations to Borrower under the Loan Agreement. Notwithstan...ding the foregoing, Bank wishes to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of Bank's rights, interests and/or remedies under the Loan Agreement. Accordingly, for and in consideration of the agreements of Agent contained in this Amendment and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, on behalf of Borrower (for itself and its successors, assigns, Affiliates and other legal representatives, the successors and assigns of each of the foregoing) (each a "Releasor" and collectively, the "Releasors") does hereby absolutely, fully, finally, unconditionally and irrevocably releases, remises release and forever discharges Agent discharge Bank and each Lender its Affiliates, officers, directors, employees, attorneys, consultants and their respective successors agents (each a "Released Party" and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders collectively, the "Released Parties") from any and all such other persons being hereinafter referred to collectively as the "Releasees" debts, claims, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, in each case, whether known or unknown, suspected contingent or unsuspected, both at fixed, direct or indirect, and of whatever nature or description, and whether in law and or in equity, which any Borrower under contract, tort, statute or any of its successors, assigns, otherwise, in each case that exist or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time occurred on or prior to the Second date of this Amendment Effective Date, including, without limitation, which any Releasor has heretofore had or now shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, except for a Released Party's gross negligence or on account willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction, prior to the date hereof arising out of, connected with or in relation to, or related in any way to the Loan Agreement, or any act, event or transaction related or attendant thereto, or Bank's agreements contained therein, or the possession, use, operation or control in connection with the Loan Agreement or therewith of any of the other Loan Documents assets of Borrower, or transactions thereunder the making of any advance thereunder, or related thereto. (b) Each Borrower understands, acknowledges and agrees that its release set forth above the management of such advance, in each case on or prior to the date of this Amendment. Counterparts. This First Amendment may be pleaded executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this First Amendment by e-mail (e.g., "pdf" or "tiff") or telecopy shall be effective as delivery of a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach manually executed counterpart of the provisions of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. this First Amendment. View More
Release. (a) In By its execution hereof and in consideration of the agreements of Agent and Lenders contained terms herein and for other good and valuable consideration, accommodations granted to the receipt and sufficiency of which is hereby acknowledged, Loan Parties hereunder, each Borrower, Loan Party, on behalf of itself and each of its Subsidiaries, and its or their successors, assigns, assigns and other legal representatives, agents, hereby absolutely, unconditionally expressly forever waives, rel...eases and irrevocably releases, remises and forever discharges Agent and each Lender and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, claims (including cross-claims, counterclaims, defenses, and rights of set-off, demands setoff and liabilities whatsoever (individually, a "Claim" recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and collectively, damages (collectively, the "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, may, as a result of actions or by reason of any circumstance, action, cause or thing whatsoever which arises at any time inactions occurring on or prior to the Second Amendment No. 8 Effective Date, including, without limitation, for have or allege to have as of the date of this Amendment or at any time thereafter (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, based in whole or in part on account facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in Law, at equity or otherwise, against the Agent or any Lender, their respective affiliates, agents, principals, managers, managing members, members, stockholders, "controlling persons" (within the meaning of the United States federal securities laws), directors, officers, employees, attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of each of the foregoing (collectively, the "Released Parties") arising out of, or in relation relating to, or in any way in connection with this Amendment, the Loan Agreement or any of Credit Agreement, the other Loan Documents and any or all of the actions and transactions thereunder contemplated hereby or related thereto. (b) Each Borrower understands, thereby, including any actual or alleged performance or non-performance of any of the Released Parties hereunder or under the Loan Documents (the "Released Matters"). In entering into this Amendment, each Loan Party expressly disclaims any reliance on any representations, acts, or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and agrees that its release effectiveness of the releases set forth above may be pleaded as a does not 7 depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 13 shall survive the termination of this Amendment and the Loan Documents and the payment in full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach cash of all Obligations of the provisions of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence Loan Parties under or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature respect of the release set forth above. Credit Agreement (as amended) and other Loan Documents and all other amounts owing thereunder. View More
Release. (a) In By its execution hereof and in consideration of the agreements of Agent and Lenders contained terms herein and for other good and valuable consideration, accommodations granted to the receipt and sufficiency of which is hereby acknowledged, Loan Parties hereunder, each Borrower, Loan Party, on behalf of itself and each of its Subsidiaries, and its or their successors, assigns, assigns and other legal representatives, agents, hereby absolutely, unconditionally expressly forever waives, rel...eases and irrevocably releases, remises and forever discharges Agent and each Lender and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, claims (including cross-claims, counterclaims, defenses, and rights of set-off, demands setoff and liabilities whatsoever (individually, a "Claim" recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and collectively, damages (collectively, the "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, may, as a result of actions or by reason of any circumstance, action, cause or thing whatsoever which arises at any time inactions occurring on or prior to the Second Amendment No. 9 Effective Date, including, without limitation, for have or allege to have as of the date of this Amendment or at any time thereafter (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, based in whole or in part on account facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in Law, at equity or otherwise, against the Agent or any Lender, their respective affiliates, agents, principals, managers, managing members, members, stockholders, "controlling persons" (within the meaning of the United States federal securities laws), directors, officers, employees, attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of each of the foregoing (collectively, the "Released Parties") arising out of, or in relation relating to, or in any way in connection with this Amendment, the Loan Agreement or any of Credit Agreement, 6 the other Loan Documents and any or all of the actions and transactions thereunder contemplated hereby or related thereto. (b) Each Borrower understands, thereby, including any actual or alleged performance or non-performance of any of the Released Parties hereunder or under the Loan Documents (the "Released Matters"). In entering into this Amendment, each Loan Party expressly disclaims any reliance on any representations, acts, or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and agrees that its release effectiveness of the releases set forth above may be pleaded as a does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 11 shall survive the termination of this Amendment and the Loan Documents and the payment in full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach cash of all Obligations of the provisions of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence Loan Parties under or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature respect of the release set forth above. Credit Agreement (as amended) and other Loan Documents and all other amounts owing thereunder. View More
