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. 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 any Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b) each 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 Financing Agreement and the other Loan Documents that ar...e required to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Agents 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 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 - 9 - 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, 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 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. 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 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 after 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. Amendment Effective Date. View More
Found in CHEROKEE 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 Third 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 Third 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 Third 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 other assets of any Loan Documents Party, or transactions thereunder the making of Advances, 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 Advances 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. Collateral. 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 Affiliates has any claim or cause of action against any Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b) each 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 Financing Agreement and the other Loan Documents that ar...e required to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Agents and the Lenders wish (and the Loan Parties agree) to 7 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 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, 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 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. 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 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 after 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. Second Amendment Effective Date. View More
Found in ACCURAY INC contract
Release. The 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 any Lender or the Agent (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) under the Credit Agreement as of the date hereof and (b) to its knowledge, as of the date hereof, the Lenders and the Agent have heretofore properly performed and satisfied in a timely manner all of their respective o...bligations to the Borrower under the Credit Agreement. Notwithstanding the foregoing, the Agent and the Lenders wish to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Agent's or the Lenders' rights, interests and/or remedies under the Credit 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 discharge the Agent and the Lenders and each Lender and of their respective successors Affiliates, officers, directors, employees, attorneys, consultants and assigns, agents (each a "Released Party" 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, nonappealable 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 Credit Agreement, or any act, event or transaction related or attendant thereto, or the Agent's or the Lenders' 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 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 assets of the provisions Borrower, or the making of any advance thereunder, or the 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 Amendment. View More
Found in Workhorse Group Inc. contract
Release. The Borrowers hereby acknowledge and agree that: (a) In to their knowledge neither they nor any of their Subsidiaries have any claim or cause of action against Agent or any Lender (or any of Agent's or any Lender's Affiliates, officers, directors, employees, attorneys, consultants or agents) under the Loan Agreement or the Other Documents and (b) to their knowledge Agent and each Lender have heretofore properly performed and satisfied in a timely manner all of their respective obligations to the... Borrowers under the Loan Agreement and the Other Documents. Notwithstanding the foregoing, Agent and each Lender wish (and the Borrowers agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of Agent's or such Lender's 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 Agreement and Lenders contained herein and for other good and valuable consideration, the receipt Borrowers (for themselves and sufficiency of which is hereby acknowledged, each Borrower, on behalf of itself their respective Subsidiaries and its the successors, assigns, heirs and other legal representatives, representatives of each of the foregoing) (each a "Releasor" and collectively, the "Releasors") do 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, agents (each a "Released Party" 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 of fixed, direct or unsuspected, both at 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, except for a Released Party's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, prior to the Second Amendment Effective Date, including, without limitation, for date hereof arising out of, connected with or on account of, or in relation to, or related in any way in connection with to the Loan Agreement or any Other Document, or any act, event or transaction related or attendant thereto, or Agent's or any Lender's agreements contained therein, or the possession, use, operation or control in connection therewith of 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 assets of the provisions Borrowers, or the making of any advance thereunder, or the management of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence advance 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. Collateral. View More
Found in 3 Contracts from HUTCHINSON TECHNOLOGY INC
Release. The Borrowers hereby acknowledge and agree that: (a) In to their knowledge neither they nor any of their Subsidiaries have any claim or cause of action against Agent or any Lender (or any of Agent's or any Lender's Affiliates, officers, directors, employees, attorneys, consultants or agents) under the Loan Agreement or the Other Documents and (b) to their knowledge Agent and each Lender have heretofore properly performed and satisfied in a timely manner all of their respective obligations to the... Borrowers under the Loan Agreement and the Other Documents. Notwithstanding the foregoing, Agent and each Lender wish (and the Borrowers agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of Agent's or such Lender's 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 Amendment and Lenders contained herein and for other good and valuable consideration, the receipt Borrowers (for themselves and sufficiency of which is hereby acknowledged, each Borrower, on behalf of itself their respective Subsidiaries and its the successors, assigns, heirs and other legal representatives, representatives of each of the foregoing) (each a "Releasor" and collectively, the "Releasors") do 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, agents (each a "Released Party" 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, except for a Released Party's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, prior to the Second Amendment Effective Date, including, without limitation, for date hereof arising out of, connected with or on account of, or in relation to, or related in any way in connection with to the Loan Agreement or any Other Document, or any act, event or transaction related or attendant thereto, or Agent's or any Lender's agreements contained therein, or the possession, use, operation or control in connection therewith of 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 assets of the provisions Borrowers, or the making of any advance thereunder, or the management of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence advance 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. Collateral. View More
Found in HUTCHINSON TECHNOLOGY INC contract
Release. (a) In consideration of Effective on the agreements of Agent date hereof, each Loan 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 irre...vocably waives, releases, remises and forever discharges each Agent and each Lender Lender, 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, investors, attorneys, assigns, subsidiaries, 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 any member of the "Releasees" Lenders would be liable if such persons or entities were found to be liable to such Loan Party (each a "Releasee" and individually as a "Releasee"), of collectively, the "Releasees"), from any and from all past, present and 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 law and in equity, which any Borrower such Loan Party ever had from the beginning of the world to the date of this Amendment, 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 any such Releasee which relates, directly or indirectly to the Releasees Financing Agreement, any other Loan Document, or to any of them for, upon, acts or by reason omissions of any circumstance, action, cause or thing whatsoever which arises at any time on or prior such Releasee with respect 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 Financing Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in this Amendment. As to each and every Claim released hereunder, each Loan 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: "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 Loan 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 New York), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Each Loan Documents Party acknowledges that it may hereafter discover facts different from or transactions thereunder in addition to those now known or related thereto. (b) believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Borrower Loan Party understands, acknowledges and agrees that its the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) 6 (b) Each Borrower Loan 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, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. Each Loan Party further agrees that no fact, event, circumstance, evidence it shall not dispute the validity or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature enforceability of the release set forth above. Financing Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Collateral Agent's Lien on any item of Collateral under the Financing Agreement or the other Loan Documents. If any Loan Party or any of their respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on 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 addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by such Releasee as a result of such violation. View More
Found in Limbach Holdings, Inc. contract
Release. (a) In consideration of Effective on the agreements of Agent date hereof, each Loan 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 irre...vocably waives, releases, remises and forever discharges each Agent and each Lender Lender, 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, investors, attorneys, assigns, subsidiaries, 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 any member of the "Releasees" Lenders would be liable if such persons or entities were found to be liable to such Loan Party (each a "Releasee" and individually as a "Releasee"), of collectively, the "Releasees"), from any and from all past, present and 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 law and in equity, which any Borrower such Loan Party ever had from the beginning of the world to the date of this Amendment, 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 any such Releasee which relates, directly or indirectly to the Releasees Financing Agreement, any other Loan Document, or to any of them for, upon, acts or by reason omissions of any circumstance, action, cause or thing whatsoever which arises at any time on or prior such Releasee with respect 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 Financing Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in this Amendment. As to each and every Claim released hereunder, each Loan 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: "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 Loan 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 New York), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Each Loan Documents Party acknowledges that it may hereafter discover facts different from or transactions thereunder in addition to those now known or related thereto. (b) believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Borrower Loan Party understands, acknowledges and agrees that its the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) 7 (b) Each Borrower Loan 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, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. Each Loan Party further agrees that no fact, event, circumstance, evidence it shall not dispute the validity or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature enforceability of the release set forth above. Financing Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Collateral Agent's Lien on any item of Collateral under the Financing Agreement or the other Loan Documents. If any Loan Party or any of their respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on 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 addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by such Releasee as a result of such violation. View More
Found in Limbach Holdings, Inc. contract
Release. The Borrowers hereby acknowledge and agree that: (a) In to their knowledge neither they nor any of their Subsidiaries have any claim or cause of action against Agent or any Lender (or any of Agent's or any Lender's Affiliates, officers, directors, employees, attorneys, consultants or agents) under the Loan Agreement or the Other Documents and (b) to their knowledge Agent and each Lender have heretofore properly performed and satisfied in a timely manner all of their respective obligations to the... Borrowers under the Loan Agreement and the Other Documents. Notwithstanding the foregoing, Agent and each Lender wish (and the Borrowers agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of Agent's or such Lender's 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 Agreement and Lenders contained herein and for other good and valuable consideration, the receipt Borrowers (for themselves and sufficiency of which is hereby acknowledged, each Borrower, on behalf of itself their respective Subsidiaries and its the successors, assigns, heirs and other legal representatives, representatives of each of the foregoing) (each a "Releasor" and collectively, the "Releasors") do hereby absolutely, fully, finally, unconditionally and irrevocably releases, remises release and forever discharges Agent discharge Agent, each Lender and each Lender of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (each a "Released Party" and 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 of 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, except for a Released Party's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, prior to the date hereof arising out of, connected with or related in any way to the Loan Agreement or any Other Document, or any act, event or transaction related or attendant thereto, or Agent's or any Lender's agreements contained therein, or the possession, use, operation or control in connection therewith of any of the assets of the Borrowers, or the making of any advance thereunder, or the management of such advance or the Collateral. 7 8. Governing Law. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, assigns and their respective present shall be governed by 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, 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 construed 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 accordance with the Loan Agreement or any laws 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 State 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. New York. View More
Found in HUTCHINSON TECHNOLOGY INC contract
Release. (a) In consideration Each Loan Party hereby acknowledges and agrees that the Obligations under the Credit Agreement and the other Loan Documents are payable pursuant to the Credit Agreement and the other Loan Documents as modified hereby without defense, offset, withholding, counterclaim, or deduction of any kind. (b) Effective on the agreements of Agent date hereof, each Loan Party, for itself and Lenders contained herein and for other good and valuable consideration, the receipt and sufficienc...y 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 each member of the Lender Group, each Bank Product Provider, and each Lender 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, investors, attorneys, assigns, subsidiaries, 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 any member of the "Releasees" Lenders would be liable if such persons or entities were found to be liable to such Loan Party (each a "Releasee" and individually as a "Releasee"), of collectively, the "Releasees"), from any and from all past, present and 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 unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, both at law and in equity, which such Loan Party ever had from the beginning of the world to the date hereof, or now has, against any Borrower such Releasee which relates, directly or indirectly to the Credit Agreement, any of its successors, assigns, other Loan Document, or other legal representatives may now to any acts or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason omissions of any circumstance, action, cause or thing whatsoever which arises at any time on or prior such Releasee with respect 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 other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in any of the other Loan Documents or transactions thereunder in this Amendment. As to each and every Claim released hereunder, each Loan 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: "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 Loan Party also waives the benefit of each other similar provision of applicable federal or related 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. (b) Each Borrower Loan Party each acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Loan Party understands, acknowledges and agrees that its the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) Each Borrower Loan 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 no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect it will not sue (at law, in equity, in any manner regulatory proceeding or otherwise) any Releasee on the final, absolute basis of any Claim released, remised and unconditional nature discharged by such Person pursuant to the above release, If any Loan Party or any of its respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the release set forth above. foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by such Releasee as a result of such violation. 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Found in ERICKSON INC. contract