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
Found in IMMUNE PHARMACEUTICALS INC contract

Variations of a "Release" Clause from Business Contracts

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 Waiver and Lenders contained herein and for other good and valuable co...nsideration, 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, DOC ID - 22631740.4 3 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 Amendment Waiver 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 in connection with to this Waiver, the Loan 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 other assets of each Loan Documents Party, 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 the making of any action, suit Loans or other proceeding which may be instituted, prosecuted advances, or attempted in breach of the provisions management of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence Loans or transaction which could now be asserted advances or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of Collateral prior to the release set forth above. Waiver Effective Date. View More
Found in AURORA DIAGNOSTICS HOLDINGS LLC contract
Release. (a) In consideration Each Credit Party hereby acknowledges and agrees that the Obligations under the Credit Agreement and the other Financing Documents are payable pursuant to the Credit Agreement and the other Financing Documents as modified hereby without defense, offset, withholding, counterclaim, or deduction of any kind. (b) Effective on the agreements of Agent date hereof, each Credit Party, for itself 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, officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably waives, releases, remises and forever discharges Agent and each Lender and each of their respective Affiliates, and each of their respective successors and assigns, and their respective in title, past, present and former future officers, directors, employees, limited partners, general partners, managers, investors, attorneys, assigns, subsidiaries, affiliates, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, trustees, agents and other representatives (Agent, Lenders professionals and all such other persons being hereinafter referred and entities to collectively as whom Agent or any Lender would be liable if such persons or entities were found to be liable to such Credit Party (each a "Releasee" and collectively, the "Releasees" "Releasees"), from any and individually as a "Releasee"), of all past, present and from all future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, 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, kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a "Claim" and collectively, "Claims") of every name and nature, the "Claims"), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, both at which such Credit Party ever had from the beginning of the world to the date hereof, or now has, against any such Releasee which relates, directly or indirectly to the Credit Agreement, any other Financing Document, or to any acts or omissions of any such Releasee with respect to the Credit Agreement or any other Financing Document, or to the lender-borrower relationship evidenced by the Financing Documents, except for the duties and obligations set forth in any of the Financing Documents or in this Amendment. AS TO EACH AND EVERY CLAIM RELEASED HEREUNDER, EACH CREDIT PARTY HEREBY REPRESENTS THAT IT HAS RECEIVED THE ADVICE OF LEGAL COUNSEL WITH REGARD TO THE RELEASES CONTAINED HEREIN, AND HAVING BEEN SO ADVISED, SPECIFICALLY WAIVES THE BENEFIT OF THE PROVISIONS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA WHICH PROVIDES AS FOLLOWS: 7 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." As to each and every Claim released hereunder, each Credit Party also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of California), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. (c) Each Credit Party, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not sue (at law, in equity, which in any Borrower regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. If any Credit Party or any of its respective successors, assigns, or other legal representatives may now officers, directors, employees, agents or hereafter own, hold, have or claim to have against the Releasees attorneys, 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, Person acting for or on account behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in relation to, or in addition to such other damages as 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 Releasee may be pleaded sustain as a full result of such violation, all attorneys' fees and complete defense and may be used costs incurred by such Releasee 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 result 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. violation. View More
Found in CELADON GROUP INC contract
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 Second 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 date of this Second 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 Second Amendment. View More
Found in New Age Beverages Corp contract
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. 2 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 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 and other Loan Documents and all other amounts owing thereunder. View More
Found in Team, Inc. contract
Release. Each Loan Party hereby acknowledges and agrees that: (a) In neither it nor any of its Subsidiaries has any claim or cause of action against any Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing) and (b) the Agents and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Loan Parties, and all of their Subsidiaries and Affiliates. Notwithstanding the foregoing, the A...gents and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of their rights, interests, security and/or remedies. 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 Subsidiaries and 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, waive and forever discharges Agent discharge the Agents and the Lenders, together with their respective Affiliates and Related Funds, and each Lender and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, of the directors, officers, attorneys, employees, agents agents, attorneys and other representatives (Agent, Lenders consultants of each of the foregoing (collectively, the "Released Parties"), from any and all such other persons being hereinafter referred to collectively as the "Releasees" debts, claims, allegations, 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, in each case prior to the Second Fifth Amendment Effective Date, including, without limitation, for directly arising out of, connected with or on account of, or in relation to, or in any way in connection with related to the Loan Financing Agreement or any other Loan Document or any act, event or transaction related or attendant thereto (other than this Amendment 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 other advances or the Collateral. Each Loan Party represents and warrants that it has no knowledge of any claim by any Releasor against any Released Party or of any facts or acts or omissions of any Released Party which on the date hereof would be the basis of a claim by any Releasor against any Released Party which would not be released hereby. The foregoing release does not release or discharge, or operate to waive performance by, the Agents or the Lenders of their express agreements and obligations stated in the Loan Documents on or transactions thereunder after the Fifth Amendment Effective Date. 5 8. 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 related thereto. 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 Borrower understands, Loan Party hereby acknowledges and agrees that its release set forth above may this Amendment constitutes a "Loan Document" under the Financing Agreement. Accordingly, it shall be pleaded an immediate Event of Default under the Financing Agreement if (i) any representation or warranty made by any Loan Party under or in connection with this Amendment shall have been incorrect in any respect when made or deemed 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 a full and complete defense and may to such jurisdiction, 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
Found in REMARK HOLDINGS, INC. contract
Release. Each Loan Party hereby acknowledges and agrees that: (a) In neither it nor any of its Affiliates has any claim or cause of action against Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b) Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Loan Parties and their Affiliates under the Loan Agreement and the Other Documents that are required to have ...been performed on or prior to the date hereof. Notwithstanding the foregoing, Agent and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of Agent and the Lenders' rights, interests, security and/or remedies under the Loan Agreement and the Other Documents. Accordingly, for and in consideration of the agreements of Agent contained in this Sixth 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 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 Sixth Amendment Effective Date, including, without limitation, for Date directly arising out of, connected with or on account of, or in relation to, or in any way in connection with related to this Sixth Amendment, the Loan Agreement or any Other Document, or any act, event or transaction related or attendant thereto, or the agreements of 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 Advances, or the management of such Advances or the Collateral. 10 7. No Novation; Reaffirmation and Confirmation. (a) This Sixth Amendment does not extinguish the obligations for the payment of money outstanding under the Loan Agreement or discharge or release the lien or priority of any mortgage, security agreement, pledge agreement or any other security therefore. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Loan Documents Agreement or transactions thereunder instruments securing the same, which shall remain in full force and effect, except as modified hereby or related thereto. by instruments executed concurrently herewith. Nothing expressed or implied in this Sixth Amendment shall be construed as a release or other discharge of the Loan Parties under the Loan Agreement, or the Other Documents, as amended hereby, from any of its obligations and liabilities as "Borrowers" thereunder. (b) Each Borrower understands, acknowledges hereby (i) acknowledge and agrees that reaffirm its release obligations as set forth above may in each Loan Document, as amended hereby, (ii) agrees to continue to comply with, and 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 subject to, all of the provisions terms, provisions, conditions, covenants, agreements and obligations applicable to it set forth in each Loan Document, as amended hereby, which remain in full force and effect, and (iii) confirms, ratifies and reaffirms that the security interest granted to Agent, for the benefit of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence Agent and the Lenders, pursuant to the Loan Documents, as amended hereby, in all of its right, title, and interest in all then existing and thereafter acquired or transaction which could now be asserted or which may hereafter be discovered shall affect arising Collateral in any manner the final, absolute order to secure prompt payment and unconditional nature performance of the release set forth above. Obligations, is continuing and is and shall remain unimpaired and continue to constitute a first priority security interest (subject to Permitted Liens) in favor of Agent, for the benefit of Agent and the Lenders, with the same force, effect and priority in effect both immediately prior to and after entering into this Sixth Amendment. View More
Found in Motorcar Parts of America, Inc. contract
Release. Each Loan Party hereby acknowledges and agrees that: (a) In neither it nor any of its Subsidiaries has any claim or cause of action against Administrative Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing) and (b) the Administrative Agent and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Loan Parties, and all of their Subsidiaries and Affiliates. Notwithstan...ding the foregoing, the Administrative Agent and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of their rights, interests, security and/or remedies. 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 Subsidiaries and 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, waive and forever discharges discharge the Administrative Agent and each Lender and the Lenders, together with their respective successors Affiliates and assigns, Related Funds, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, each of the directors, officers, attorneys, employees, agents agents, attorneys and other representatives (Agent, Lenders consultants of each of the foregoing (collectively, the "Released Parties"), from any and all such other persons being hereinafter referred to collectively as the "Releasees" debts, claims, allegations, 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, in each case, on or prior to the Second Amendment Effective Date, including, without limitation, for Date directly arising out of, connected with or on account of, or in relation to, or in any way in connection with related to this Amendment, the Loan Financing Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of Administrative 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 other advances or the Collateral. Each Loan Documents or transactions thereunder or related thereto. (b) Each Borrower understands, acknowledges Party represents and agrees warrants 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 it has no knowledge of any claim by any Releasor against any action, suit Released Party or other proceeding of any facts or acts or omissions of any Released Party which may on the date hereof would be instituted, prosecuted or attempted in breach the basis of the provisions of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction a claim by any Releasor against any Released Party which could now would not 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. released hereby. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. View More
Found in TherapeuticsMD, Inc. contract
Release. Each Loan Party hereby acknowledges and agrees that: (a) In neither it nor any of its Subsidiaries has any claim or cause of action against any Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing) and (b) the Agents and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Loan Parties, and all of their Subsidiaries and Affiliates. Notwithstanding the foregoing, the A...gents and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of their rights, interests, security and/or remedies. 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 Subsidiaries and 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, waive and forever discharges Agent discharge the Agents and the Lenders, together with their respective Affiliates and Related Funds, and each Lender and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, of the directors, officers, attorneys, employees, agents agents, attorneys and other representatives (Agent, Lenders consultants of each of the foregoing (collectively, the "Released Parties"), from any and all such other persons being hereinafter referred to collectively as the "Releasees" debts, claims, allegations, 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, in each case prior to the Second Amendment Effective Date, including, without limitation, for directly arising out of, connected with or on account of, or in relation to, or in any way in connection with related to the Loan Financing Agreement or any other Loan Document or any act, event or transaction related or attendant thereto (other than this Amendment 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 other advances or the Collateral. Each Loan Party represents and warrants that it has no knowledge of any claim by any Releasor against any Released Party or of any facts or acts or omissions of any Released Party which on the date hereof would be the basis of a claim by any Releasor against any Released Party which would not be released hereby. The foregoing release does not release or discharge, or operate to waive performance by, the Agents or the Lenders of their express agreements and obligations stated in the Loan Documents on or transactions thereunder after the Second Amendment Effective Date.8. 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 related thereto. 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 Borrower understands, Loan Party hereby acknowledges and agrees that its release set forth above may this Amendment constitutes a "Loan Document" under the Financing Agreement. Accordingly, it shall be pleaded an immediate Event of Default under the Financing Agreement if (i) any representation or warranty made by any Loan Party under or in connection with this Amendment shall have been incorrect in any respect when made or deemed 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 a full and complete defense and may to such jurisdiction, 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
Found in REMARK HOLDINGS, INC. contract
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, each Borrower, Borrower on behalf of itself and each of the Loan Parties, and its or their successors, assigns, assigns and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent a...gents, the Borrower on behalf of itself and each Lender of the Loan Parties hereby expressly forever waives, releases 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 discharges 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 Twelfth Amendment 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, 6 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 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, the Borrower understands, on behalf of itself and 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 and other Loan Documents and all other amounts owing thereunder. View More
Found in Team, Inc. contract
Release. Each Loan Party hereby acknowledges and agrees that: (a) In neither it nor any of its Subsidiaries has any claim or cause of action against Administrative Agent or any Lender (or any of the directors, officers, employees, agents, attorneys or consultants of any of the foregoing) and (b) the Administrative Agent and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Loan Parties, and all of their Subsidiaries and Affiliates. Notwithstan...ding the foregoing, the Administrative Agent and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of their rights, interests, security and/or remedies. Accordingly, for and in consideration of the agreements of Agent contained in this Amendment and Lenders contained herein and for other good and 128671008v12 valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, on behalf of Loan Party (for itself and its Subsidiaries and 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, waive and forever discharges discharge the Administrative Agent and each Lender and the Lenders, together with their respective successors Affiliates and assigns, Related Funds, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, each of the directors, officers, attorneys, employees, agents agents, attorneys and other representatives (Agent, Lenders consultants of each of the foregoing (collectively, the "Released Parties"), from any and all such other persons being hereinafter referred to collectively as the "Releasees" debts, claims, allegations, 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, in each case, on or prior to the Second Amendment Effective Date, including, without limitation, for Date directly arising out of, connected with or on account of, or in relation to, or in any way in connection with related to this Amendment, the Loan Financing Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of Administrative 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 other advances or the Collateral. Each Loan Documents or transactions thereunder or related thereto. (b) Each Borrower understands, acknowledges Party represents and agrees warrants 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 it has no knowledge of any claim by any Releasor against any action, suit Released Party or other proceeding of any facts or acts or omissions of any Released Party which may on the date hereof would be instituted, prosecuted or attempted in breach the basis of the provisions of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction a claim by any Releasor against any Released Party which could now would not 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. released hereby. View More
Found in TherapeuticsMD, Inc. contract