Release Clause Example with 212 Variations from Business Contracts
This page contains Release clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Release. (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender and their respective successors and assigns, and their respective present and former shareholders, affil...iates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the Second Amendment Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement or any of the other Loan Documents or transactions thereunder or related thereto. (b) Each Borrower understands, acknowledges and agrees that its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.View More
Variations of a "Release" Clause from Business Contracts
Release. (a) In Each Borrower hereby acknowledges and agrees that: (i) no Borrower has any claim or cause of action against the Lender (or any of its Affiliates or its or their officers, directors, employees, managers, members, partner, shareholders, attorneys or consultants) in connection with the Loan Documents and (ii) the Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to Borrower under the Loan Agreement and the other Loan Documents that are required ...to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Lender wishes (and Borrower agrees) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Lender's rights, interests, security and/or remedies under the Loan 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 Borrower (for itself and its each other Borrower 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 discharge Lender and each Lender of its Affiliates and its and their respective successors managers, members, partners, officers, directors, employees, shareholders attorneys and assigns, and consultants in their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders capacities as or for the Lender (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 done or omitted to be done directly arising out of, connected with or related to this Amendment, the Loan Agreement or any time other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the Lender contained therein, or the possession, use, operation or control of any of the assets of any Borrower, or the making of any Loans or other Advances, or the management of such Loans or Advances or the Collateral, in each case, solely to the extent arising from any act, omission or thing whatsoever done or omitted to be done on or prior to the Second Ninth Amendment Effective Date, including, without limitation, for or Date. 3 6. Miscellaneous. a) Borrower will pay on account of, or in relation to, or in any way demand all reasonable and documented out-of-pocket fees, costs and expenses of the Lender in connection with the Loan Agreement or structuring, preparation, negotiation, execution and delivery of this Amendment and the transactions and all documents contemplated herein and therein, and related transactions, and all documents with respect thereto. b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any of the other Loan Documents or transactions thereunder or related thereto. (b) Each purpose. c) Borrower understands, hereby acknowledges and agrees that its release set forth above may this Amendment constitutes a "Loan Document" under the Loan Agreement. Accordingly, it shall be pleaded as an Event of Default under the Loan Agreement if (i) any representation or warranty made by a full Borrower under or in connection with this Amendment shall have been incorrect in any material respect when made, or (ii) any Borrower shall fail to perform or observe any term, covenant or agreement contained in this Amendment. d) All representations, warranties, acknowledgements, agreements 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 covenants of the provisions Borrowers in this Amendment are made on a joint and several basis and are made by each Borrower with respect to itself and all other Borrowers. e) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such 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 other jurisdiction. f) In the final, absolute case of any conflict between the terms of this Amendment and unconditional nature any Loan Document (including any promissory notes and allonges), the terms of the release set forth above. this Amendment shall control. View More
Release. (a) In Each Borrower hereby acknowledges and agrees that: (i) no Borrower has any claim or cause of action against the Lender (or any of its Affiliates or its or their officers, directors, employees, managers, members, partner, shareholders, attorneys or consultants) in connection with the Loan Documents and (ii) the Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to Borrower under the Loan Agreement and the other Loan Documents that are required ...to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Lender wishes (and Borrower agrees) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Lender's rights, interests, security and/or remedies under the Loan 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 Borrower (for itself and its each other Borrower 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 discharge Lender and each Lender of its Affiliates and its and their respective successors managers, members, partners, officers, directors, employees, shareholders attorneys and assigns, and consultants in their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders capacities as or for the Lender (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 done or omitted to be done directly arising out of, connected with or related to this Amendment, the Loan Agreement or any time other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the Lender contained therein, or the possession, use, operation or control of any of the assets of any Borrower, or the making of any Loans or other Advances, or the management of such Loans or Advances or the Collateral, in each case, solely to the extent arising from any act, omission or thing whatsoever done or omitted to be done on or prior to the Second Thirteenth Amendment Effective Date, including, without limitation, for or Date. 3 6. Miscellaneous. a) Borrower will pay on account of, or in relation to, or in any way demand all reasonable and documented out-of-pocket fees, costs and expenses of the Lender in connection with the Loan Agreement or structuring, preparation, negotiation, execution and delivery of this Amendment and the transactions and all documents contemplated herein and therein, and related transactions, and all documents with respect thereto. b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any of the other Loan Documents or transactions thereunder or related thereto. (b) Each purpose. c) Borrower understands, hereby acknowledges and agrees that its release set forth above may this Amendment constitutes a "Loan Document" under the Loan Agreement. Accordingly, it shall be pleaded as an Event of Default under the Loan Agreement if (i) any representation or warranty made by a full Borrower under or in connection with this Amendment shall have been incorrect in any material respect when made, or (ii) any Borrower shall fail to perform or observe any term, covenant or agreement contained in this Amendment. d) All representations, warranties, acknowledgements, agreements 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 covenants of the provisions Borrowers in this Amendment are made on a joint and several basis and are made by each Borrower with respect to itself and all other Borrowers. e) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such 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 other jurisdiction. f) In the final, absolute case of any conflict between the terms of this Amendment and unconditional nature any Loan Document (including any promissory notes and allonges), the terms of the release set forth above. this Amendment shall control. View More
Release. (a) In Each Borrower hereby acknowledges and agrees that: (i) no Borrower has any claim or cause of action against the Lender (or any of its Affiliates or its or their officers, directors, employees, managers, members, partner, shareholders, attorneys or consultants) in connection with the Loan Documents and (ii) the Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to Borrower under the Loan Agreement and the other Loan Documents that are required ...to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Lender wishes (and Borrower agrees) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Lender's rights, interests, security and/or remedies under the Loan 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 Borrower (for itself and its each other Borrower 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 discharge Lender and each Lender of its Affiliates and its and their respective successors managers, members, partners, officers, directors, employees, shareholders attorneys and assigns, and consultants in their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders capacities as or for the Lender (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 done or omitted to be done directly arising out of, connected with or related to this Amendment, the Loan Agreement or any time other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the Lender contained therein, or the possession, use, operation or control of any of the assets of any Borrower, or the making of any Loans or other Advances, or the management of such Loans or Advances or the Collateral, in each case, solely to the extent arising from any act, omission or thing whatsoever done or omitted to be done on or prior to the Second Tenth Amendment Effective Date, including, without limitation, for or Date. 3 6. Miscellaneous. a) Borrower will pay on account of, or in relation to, or in any way demand all reasonable and documented out-of-pocket fees, costs and expenses of the Lender in connection with the Loan Agreement or structuring, preparation, negotiation, execution and delivery of this Amendment and the transactions and all documents contemplated herein and therein, and related transactions, and all documents with respect thereto. b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any of the other Loan Documents or transactions thereunder or related thereto. (b) Each purpose. c) Borrower understands, hereby acknowledges and agrees that its release set forth above may this Amendment constitutes a "Loan Document" under the Loan Agreement. Accordingly, it shall be pleaded as an Event of Default under the Loan Agreement if (i) any representation or warranty made by a full Borrower under or in connection with this Amendment shall have been incorrect in any material respect when made, or (ii) any Borrower shall fail to perform or observe any term, covenant or agreement contained in this Amendment. d) All representations, warranties, acknowledgements, agreements 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 covenants of the provisions Borrowers in this Amendment are made on a joint and several basis and are made by each Borrower with respect to itself and all other Borrowers. e) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such 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 other jurisdiction. f) In the final, absolute case of any conflict between the terms of this Amendment and unconditional nature any Loan Document (including any promissory notes and allonges), the terms of the release set forth above. this Amendment shall control. View More
Release. (a) In Each Borrower hereby acknowledges and agrees that: (i) no Borrower has any claim or cause of action against the Lender (or any of its Affiliates or its or their officers, directors, employees, managers, members, partner, shareholders, attorneys or consultants) in connection with the Loan Documents and (ii) the Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to Borrower under the Loan Agreement and the other Loan Documents that are required ...to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Lender wishes (and Borrower agrees) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Lender's rights, interests, security and/or remedies under the Loan 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 Borrower (for itself and its each other Borrower 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 discharge Lender and each Lender of its Affiliates and its and their respective successors managers, members, partners, officers, directors, employees, shareholders attorneys and assigns, and consultants in their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders capacities as or for the Lender (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 done or omitted to be done directly arising out of, connected with or related to this Amendment, the Loan Agreement or any time other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the Lender contained therein, or the possession, use, operation or control of any of the assets of any Borrower, or the making of any Loans or other Advances, or the management of such Loans or Advances or the Collateral, in each case, solely to the extent arising from any act, omission or thing whatsoever done or omitted to be done on or prior to the Second Eleventh Amendment Effective Date, including, without limitation, for or Date. 3 6. Miscellaneous. a) Borrower will pay on account of, or in relation to, or in any way demand all reasonable and documented out-of-pocket fees, costs and expenses of the Lender in connection with the Loan Agreement or structuring, preparation, negotiation, execution and delivery of this Amendment and the transactions and all documents contemplated herein and therein, and related transactions, and all documents with respect thereto. b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any of the other Loan Documents or transactions thereunder or related thereto. (b) Each purpose. c) Borrower understands, hereby acknowledges and agrees that its release set forth above may this Amendment constitutes a "Loan Document" under the Loan Agreement. Accordingly, it shall be pleaded as an Event of Default under the Loan Agreement if (i) any representation or warranty made by a full Borrower under or in connection with this Amendment shall have been incorrect in any material respect when made, or (ii) any Borrower shall fail to perform or observe any term, covenant or agreement contained in this Amendment. d) All representations, warranties, acknowledgements, agreements 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 covenants of the provisions Borrowers in this Amendment are made on a joint and several basis and are made by each Borrower with respect to itself and all other Borrowers. e) Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such 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 other jurisdiction. f) In the final, absolute case of any conflict between the terms of this Amendment and unconditional nature any Loan Document (including any promissory notes and allonges), the terms of the release set forth above. this Amendment shall control. View More
Release. (a) In Each Borrower hereby acknowledges and agrees that: (i) no Borrower has any claim or cause of action against the Lender (or any of its Affiliates or its or their officers, directors, employees, managers, members, partner, shareholders, attorneys or consultants) in connection with the Loan Documents and (ii) the Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to Borrowers under the Loan Agreement and the other Loan Documents that are required... to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Lender wishes (and Borrowers agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Lender's rights, interests, security and/or remedies under the Loan 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 Borrower (for itself and its each other Borrower 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 discharge Lender and each Lender of its Affiliates and its and their respective successors managers, members, partners, officers, directors, employees, shareholders attorneys and assigns, and consultants in their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders capacities as or for the Lender (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 done or omitted to be done directly arising out of, connected with or related to this Amendment, the Loan Agreement or any time other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the Lender contained therein, or the possession, use, operation or control of any of the assets of any Borrower, or the making of any Loans or other Advances, or the management of such Loans or Advances or the Collateral, in each case, solely to the extent arising from any act, omission or thing whatsoever done or omitted to be done on or prior to the Second First 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. Date. View More
Release. (a) In 12.1.In consideration of the agreements Administrative Agent's and the Lenders' execution and delivery of Agent this Amendment, each of Borrower and Lenders contained herein the other Loan Parties, on behalf of itself and for its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, "Releasors"), hereby forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) and hereby f...orever waives, releases and discharges, to the fullest extent permitted by law, each Releasee from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the "Claims"), against any or all of the Secured Parties in any capacity and their respective affiliates, subsidiaries, shareholders and "controlling persons" (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other good representatives of each of the foregoing (collectively, the "Releasees"), based in whole or in part on facts, whether or not now known, existing on or before the Fifth Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Loan Documents (including this Amendment) or transactions contemplated thereby or hereby or any actions or omissions in connection therewith or herewith, or (ii) any aspect of the dealings between or among any state insurance department or other regulatory body with authority over the Borrower, the Loan Parties or any of their respective Regulated Insurance Subsidiaries, on the one hand, and valuable consideration, any one or more of the receipt Releasees, on the other hand, but only to the 5 extent such dealings relate to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. In entering into this Amendment, Borrower and sufficiency each other Loan Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of which is the Releasees and hereby acknowledged, each Borrower, agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. The provisions of this Section shall survive the termination of this Amendment, the Credit Agreement, the other Loan Documents and payment in full of the Obligations. 12.2.Each of Borrower and other Loan Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises irrevocably, covenants 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, 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 agrees with and in favor of each Releasee that it will not sue (at law, in equity, which in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remissed and discharged by 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. Party pursuant to Section 12.1 hereof. View More
Release. (a) In consideration Effective on the date hereof, each of the agreements of Agent Borrower and, 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 such Person, hereby absolutely, unconditi...onally and irrevocably waives, releases, remises and forever discharges Agent Lender, each of its Affiliates, and each Lender and 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 Lender would be liable if such persons or entities were found to be liable to Borrower (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 unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, both at law and in equity, which any Borrower ever had from the beginning of the world, 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 Loan 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 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, Borrower 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 other Loan Documents 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." (b) Borrower acknowledges that it may hereafter discover facts different from or transactions thereunder in addition to those now known or related thereto. (b) Each believed to be true with respect to such claims, demands, or causes of action and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Borrower 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, 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. Borrower 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. Loan Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Lender's Lien on any item of Collateral under the Loan Agreement or the other Loan Documents. If Borrower or any of its 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
Release. (a) In consideration Effective on the date hereof, each of the agreements of Agent Borrower and, 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 such Person, hereby absolutely, unconditi...onally and irrevocably waives, releases, remises and forever discharges Agent Lender, each of its Affiliates, and each Lender and 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 the "Releasees" Lender would be liable if such persons or entities were found to be liable to Borrower (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 any Borrower ever had from the beginning of the world, 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 Loan 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 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, Borrower 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 other Loan Documents 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." (b) Borrower acknowledges that it may hereafter discover facts different from or transactions thereunder in addition to those now known or related thereto. (b) Each believed to be true with respect to such claims, demands, or causes of action and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Borrower 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, 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. Borrower 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. Loan Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Lender's Lien on any item of Collateral under the Loan Agreement or the other Loan Documents. If Borrower or any of its 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
Release. (a) In consideration Effective on the date hereof, each of the agreements of Agent Borrower and, 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 such Person, hereby absolutely, unconditi...onally and irrevocably waives, releases, remises and forever discharges Agent each member of the Lender Group, each of their respective Affiliates, and each Lender and of their respective successors 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" Lender Group or their respective Affiliates would be liable if such persons or entities were found to be liable to Borrower (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 any Borrower ever had from the beginning of the world, 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 Loan 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 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, Borrower 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 other Loan Documents 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." (b) Borrower acknowledges that it may hereafter discover facts different from or transactions thereunder in addition to those now known or related thereto. (b) Each believed to be true with respect to such claims, demands, or causes of action and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Borrower 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, 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. Borrower 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. Loan Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Agent's Lien on any item of Collateral under the Loan Agreement or the other Loan Documents. If Borrower or any of its 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
Release. (a) In consideration of Effective on the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, date hereof, each Borrower, for itself and 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 waive...s, releases, remises and forever discharges 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 Borrower (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 such Borrower ever had from the beginning of the world, 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 Credit 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 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 this Fourth Amendment and Limited Waiver. As to each and every Claim released hereunder, each Borrower 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 THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." As to each and every Claim released hereunder, each Borrower also waives the benefit of each other Loan Documents similar provision of applicable federal or transactions thereunder 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. Each Borrower acknowledges that it may hereafter discover facts different from or related thereto. (b) 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 Borrower 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) (b) Each Borrower, 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 Borrower 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. Credit Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Agent's Lien on any item of Collateral under the Credit Agreement or the other Loan Documents. If any Borrower, 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
