Release Contract Clauses (2,789)

Grouped Into 149 Collections of Similar Clauses From Business Contracts

This page contains Release clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Release. Notwithstanding any provision of this Agreement to the contrary, Executive shall not be entitled to any benefits under Section 4(c), Section 4(d), or Section 4(e) (other than the Minimum Benefits), and shall repay to the Company any such benefits received, unless Executive executes (without subsequent revocation) and delivers to the Company a Release within 21 days (or such longer period to the extent required by applicable law) following the Termination Date.
Release. Notwithstanding any provision of this Agreement to the contrary, no benefits owed to Executive shall not be entitled to any benefits under Section 4(c), Section 4(d), 4(d) or Section 4(e) (other than the Minimum Benefits), and Benefits) shall repay be provided to the Company any such benefits received, Executive unless Executive executes (without subsequent revocation) and delivers to the Company a Release within 21 days (or such longer period to the extent required by applicable law) following ...the Termination Date. View More
Release. Notwithstanding any provision of this Agreement to the contrary, Executive shall not be entitled to any benefits under Section 4(b), 4(c), Section 4(d), 4(d) or Section 4(e) 4(g) (other than the Minimum Accrued Benefits), and shall repay to the Company any such benefits received, unless Executive (or Executive's estate, if applicable) executes (without subsequent revocation) and delivers to the Company a Release within 21 days (or such longer period to the extent required by applicable law) foll...owing the Termination Date. View More
Release. Notwithstanding any provision of this Agreement to the contrary, Executive Employee shall not be entitled to any benefits under Section 4(c), Section 4(d), or Section 4(e) 4 (other than the Minimum Benefits), and shall repay to the Company any such benefits received, unless Executive Employee executes (without subsequent revocation) and delivers to the Company a Release within 21 days (or such longer period to the extent required by applicable law) following the Termination Date.
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Release. Except for payment of any accrued and unpaid Base Salary and subject to such exceptions as the Company in its discretion may determine for the payment of other amounts accrued and vested prior to the Date of Termination, any obligation of the Company to provide compensation or benefits under Section 5, Section C.1 of Exhibit C of this Agreement, and (to the extent permitted by law) any vesting of unvested compensation or benefits in connection with or following Executive's termination of employm...ent, are expressly conditioned on Executive's execution and delivery to the Company of an effective release of claims (in the form of release approved by the Committee on February 1, 2013) as to which all applicable rights of revocation, as determined by the Company, shall have expired prior to the sixtieth (60th) calendar day following the Date of Termination (any such timely and irrevocable release, the "Release of Claims"). Any compensation and benefits that are conditioned on the delivery of the Release of Claims under this Section 12 and that otherwise would have been payable prior to such sixtieth (60th) calendar day (determined, for the avoidance of doubt, after taking into account any other required delays in payment, including any six-month delay under Section 11) shall, if the Release of Claims is delivered, instead be paid on such sixtieth (60th) day, notwithstanding any provision of this Agreement regarding the time of such payments. View More
Release. Except for payment of any accrued and unpaid Base Salary and those payments and benefits required under the ESA, and subject to such exceptions as the Company in its discretion may determine for the payment of other amounts accrued and vested prior to the Date of Termination, any obligation of the Company or Parent to provide compensation or benefits under Section 5, Section C.1 of Exhibit C of this Agreement, and (to the extent permitted by law) any vesting of unvested compensation or benefits ...in connection with or following Executive's termination of employment, are expressly conditioned on Executive's execution and delivery to the Company and Parent of an effective release of claims (in the a form of release approved prescribed by the Committee on February 1, 2013) Parent) as to which all applicable rights of revocation, as determined by the Company, Parent, -12- shall have expired prior to the sixtieth (60th) calendar day following the Date of Termination (any such timely and irrevocable release, the "Release of Claims"). Claims"); provided, that in the event of Executive's death or incapacity where for unanticipated reasons it is not reasonably practicable for Executive or his representative to give an irrevocable Release of Claims within such period, the Committee shall consider an extension of the period for delivery of an irrevocable Release of Claims on a basis that in the Committee's reasonable determination is consistent with Section 409A, to the extent applicable, and adequately protects the interests of the Company. Any compensation and benefits that are conditioned on the delivery of the Release of Claims under this Section 12 and that otherwise would have been payable prior to such sixtieth (60th) calendar day (determined, for the avoidance of doubt, after taking into account any other required delays in payment, including any six-month delay under Section 11) shall, if the Release of Claims is delivered, instead be paid on such sixtieth (60th) day, notwithstanding any provision of this Agreement regarding the time of such payments. View More
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Release. Notwithstanding any provision herein to the contrary, the Company may require that, prior to payment, distribution or other benefit under Section 9 of this Agreement (other than due to Employee's death), Employee shall have executed a complete release of the Company and its affiliates and related parties in such form as is reasonably required by the Company any waiting periods contained in such release shall have expired. With respect to any release required to receive payments, distributions or... other benefits owed pursuant to Section 9 of this Agreement, the Company must provide Employee with the form of release no later than seven (7) days after the Date of Termination and the release must be signed by Employee and returned to the Company unchanged, effective and irrevocable, no later than sixty (60) days after the Date of Termination. View More
Release. Notwithstanding any provision herein to the contrary, the Company may require that, prior to payment, distribution or other benefit under Section 9 of this Agreement (other than due to Employee's death), Employee shall have executed a complete release of the Company and its affiliates and related parties in such form as is reasonably required by the Company (but containing no post-employment restrictions other than those contained in this Agreement) and any waiting periods contained in such rele...ase shall have expired. expired; provided, however, that such release 9 shall not apply to Employee's rights under the benefit plans and programs of the Company, which rights shall be determined in accordance with the terms of such plans and programs. With respect to any release required to receive payments, distributions or other benefits owed pursuant to Section 9 of this Agreement, the Company must provide Employee with the form of release no later than seven (7) days after the Date of Termination and the release must be signed by Employee and returned to the Company unchanged, effective and irrevocable, no later than sixty (60) days after the Date of Termination. View More
Release. Notwithstanding any provision herein to the contrary, the Company may require that, prior to payment, distribution payment of any amount or other provision of any benefit under Section 9 or payment of any Gross-Up Payment pursuant to Section 10 of this Agreement (other than due to the Employee's death), the Employee shall have executed a complete release of the Company and its affiliates and related parties in such form as is reasonably required by the Company Company, and any waiting periods co...ntained in such release shall have expired. expired; provided, however, that such release relates only to the Employee's employment relationship with the Company. With respect to any release required to receive payments, distributions or other benefits payments owed pursuant to Section 9 of this Agreement, 9, the Company must provide the Employee with the form of release no later than seven (7) days after the Date of Termination and the release must be signed by the Employee and returned to the Company Company, unchanged, effective and irrevocable, no later than sixty (60) days after the Date of Termination. View More
Release. Notwithstanding any provision herein to the contrary, the Company may require that, prior to payment, distribution payment of any amount or other provision of any benefit under Section 9 of this Agreement (other than due to the Employee's death), the Employee shall have executed a complete release of the Company and its affiliates and related parties in such form as is reasonably required by the Company Company, and any waiting periods contained in such release shall have expired. expired; provi...ded, however, that such release relates only to the Employee's employment relationship with the Company. With respect to any release required to receive payments, distributions or other benefits payments owed pursuant to Section 9 of this Agreement, 9, the Company must provide the Employee with the form of release no later than seven (7) days after the Date of Termination and the release must be signed by the Employee and returned to the Company Company, unchanged, effective and irrevocable, no later than sixty (60) days after the Date of Termination. View More
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Release. Upon receipt of all of the Settlement Shares for and .in consideration of the terms and conditions of this Agreement, and except for the obligations, representations and covenants arising or made hereunder or a breach hereof, the parties hereby release, acquit and forever discharge the other and each, every and all of their current and past officers, directors, shareholders, affiliated corporations, subsidiaries, agents, employees, representatives, attorneys, predecessors, successors and assigns... (the "Released Parties"), of and from any and all claims, damages, cause of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, which the parties may now have or may hereafter have or claim to have against each other with respect to the Claims. Nothing contained herein shall be deemed to negate or affect IBC's right and title to any securities heretofore issued to it by Company or any subsidiary of Company. View More
Release. Upon receipt of all of the Settlement Shares Shares, and once the Claims are satisfied in full pursuant to this Agreement, for and .in in consideration of the terms and conditions of this Agreement, and except for the obligations, representations and covenants arising or made hereunder or a breach hereof, the parties hereby release, acquit and forever discharge the other and each, every and all of their current and past officers, directors, shareholders, affiliated corporations, subsidiaries, ag...ents, employees, representatives, attorneys, predecessors, predecessors. successors and assigns (the "Released Parties"), of and from any and all claims, damages, cause of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, which the parties may now have or may hereafter have or claim to have against each other with respect to the Claims. Nothing contained herein shall be deemed to negate or affect IBC's Creditor's right and title to any securities heretofore issued to it by Company or any subsidiary of Company. View More
Release. Upon receipt of all of the Settlement Shares for and .in required to be delivered hereby, in consideration of the terms and conditions of this Agreement, and except for the obligations, representations and covenants arising or made hereunder or a breach hereof, the parties hereby release, acquit and forever discharge the other and each, every and all of their current and past officers, directors, shareholders, affiliated corporations, subsidiaries, agents, employees, representatives, attorneys, ...predecessors, successors and assigns (the "Released Parties"), of and from any and all claims, damages, cause of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, which the parties may now have or may hereafter have or claim to have against each other with respect to the Claims. Nothing contained herein shall be deemed to negate or affect IBC's LIVINGSTON's right and title to any securities heretofore or hereafter issued to it by Company or any subsidiary of Company. View More
Release. Upon receipt of all of the Settlement Shares and settlement fee shares for and .in in consideration of the terms and conditions of this Agreement, and except for the obligations, representations representations, indemnifications pursuant to paragraph 15 herein and covenants arising or made hereunder or a breach hereof, the parties hereby release, acquit and forever discharge the other and each, every and all of their current and past officers, directors, shareholders, affiliated corporations, su...bsidiaries, agents, employees, representatives, attorneys, predecessors, successors and assigns (the "Released Parties"), of and from any and all claims, damages, cause of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, which the parties may now have or may hereafter have or claim to have against each other with respect to the Claims. Nothing contained herein shall be deemed to negate or affect IBC's NBF's right and title to any securities heretofore issued to it by Company or any subsidiary of Company. View More
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Release. Borrower represents and warrants that as of the date of this Amendment, there are no claims or offsets or defenses or counterclaims to Borrower's obligations under the Loan Documents, and in accordance therewith Borrower: (a) waives any and all such claims, offsets, defenses or counterclaims, whether known or unknown, arising under the Loan Documents prior to the Effective Date; and (b) releases and discharges Lender and its officers, directors, employees, agents, shareholders, affiliates and at...torneys (the "Released Parties") from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or other demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which Borrower ever had, now has or claims to have or may have against any Released Party arising prior to the date of this Amendment and from or in connection with the Loan Documents or the transactions contemplated thereby, except those resulting from the gross negligence or willful misconduct of the Released Party. View More
Release. Borrower represents and warrants that as of the date of this Amendment, there are no claims or offsets or defenses or counterclaims to Borrower's obligations under the Loan Documents, and in accordance therewith Borrower: (a) waives (a)waives any and all such claims, offsets, defenses or counterclaims, whether known or unknown, arising under the Loan Documents prior to the Effective Date; and (b) releases (b)releases and discharges Lender and its officers, directors, employees, agents, sharehold...ers, affiliates and attorneys (the "Released Parties") from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or other demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which Borrower ever had, now has or claims to have or may have against any Released Party arising prior to the date of this Amendment and from or in connection with the Loan Documents or the transactions contemplated ELEVENTH AMENDMENT TO LOAN AGREEMENT AND FIFTH AMENDMENT TO FORBEARANCE AGREEMENT – Page 4 thereby, except those resulting from the gross negligence or willful misconduct of the Released Party. View More
Release. To induce the Administrative Agent, the Issuing Bank and the Lenders to agree to the terms hereof, Borrower represents and warrants that as of the date of this Amendment, Effective Date, there are no claims or offsets or defenses or counterclaims to Borrower's obligations under the Loan Documents, and in accordance therewith Borrower: (a) waives any and all such claims, offsets, defenses or counterclaims, whether known or unknown, arising under the Loan Documents prior to the Effective Date; and... (b) releases and discharges Lender each of the Administrative Agent, the Issuing Bank, the Lenders and its officers, directors, employees, agents, shareholders, affiliates and attorneys (the their respective Related Parties (collectively, the "Released Parties") from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or other demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which Borrower ever had, now has or claims to have or may have against any Released Party arising prior to the date of this Amendment Effective Date and from or in connection with the Loan Documents or the transactions contemplated thereby, except those resulting from the gross negligence or willful misconduct of the Released Party. thereby. View More
Release. In consideration of the agreements set forth in this Agreement, each of Borrower and Guarantors represents and warrants that as of the date of this Amendment, Agreement, there are no claims or offsets or claims, offsets, defenses or counterclaims to Borrower's the obligations of such Person under the Loan Documents, Documents to which it is a party, and in accordance therewith Borrower: therewith, each of Borrower and Guarantors: (a) waives any and all such claims, offsets, defenses or countercl...aims, whether known or unknown, arising under the Loan Documents prior to the Effective Date; and AGREEMENT - Page 7 (b) releases and discharges Lender each of the Administrative Agent and its the Lenders and their respective officers, directors, employees, agents, shareholders, affiliates and attorneys (the "Released Parties") from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or other demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which Borrower such Person ever had, now has or claims to have or may have against any Released Party arising prior to the date of this Amendment Effective Date and from or in connection with the Loan Documents or the transactions contemplated thereby, except except, with respect to any Released Party, those resulting from the gross negligence or willful misconduct of the such Released Party. Party, as determined by a court of competent jurisdiction by a final and non-appealable judgment. View More
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Release. In consideration of the amendments and agreements contained herein, each Credit Party hereby waives and releases each of the Lenders, the Agent and the Issuing Bank from any and all claims and defenses, known or unknown as of the date hereof, with respect to the Credit Agreement and the other Credit Documents and the transactions contemplated thereby.
Release. In consideration of the amendments and agreements contained herein, each Credit Party the Borrower hereby waives and releases each of the Lenders, the Agent and the Issuing Bank from any and all claims and defenses, known or unknown as of the date hereof, hereof and as of the Second Amendment Effective Date, with respect to the Credit Agreement and the other Credit Documents and the transactions contemplated thereby.
Release. In consideration of the amendments and agreements contained herein, each Credit Party Borrower hereby waives and releases each of the Lenders, the Agent and the Issuing Bank from any and all claims and defenses, known or unknown unknown, as of the effective date hereof, of this First Amendment, with respect to the Credit Loan Agreement (including this First Amendment) and the other Credit Loan Documents and the transactions contemplated thereby.
Release. In consideration of the amendments and agreements contained herein, each Credit Party Borrower hereby waives and releases each of the Lenders, the Agent and the Issuing Bank from any and all claims and defenses, known or unknown unknown, as of the effective date hereof, of this First Amendment, with respect to the Credit Loan Agreement and the other Credit Loan Documents and the transactions contemplated thereby.
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Release. Each Loan Party hereby waives, remises, releases, acquits, satisfies and forever discharges the Agent and each Lender, their respective agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Agent or any Lender ("Releasees"), of and from any and all manner of known and unknown actions, causes of action, suits, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments,... claims and demands whatsoever, whether in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may have after the date hereof against the Releasees, for, upon or by reason of any matter, cause or thing whatsoever in connection with the Obligations or the Loan Documents through the date hereof. Without limiting the generality of the foregoing, each Loan Party waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do, shall or may have in connection with the Obligations or the Loan Documents as of the date hereof, including, but not limited to, the rights to contest any conduct of the Releasees relating to or arising out of the Loan Agreement or the other Loan Documents on or prior to the date hereof. View More
Release. Each Loan Party hereby waives, remises, releases, acquits, satisfies and forever discharges the Agent and each Lender, their respective its affiliates, agents, employees, officers, directors, members, shareholders, partners, predecessors, attorneys attorneys, other advisors and all others other Persons acting or purporting to act on behalf of or at the direction of the Agent or any Lender ("Releasees"), (the foregoing, collectively, the "Releasees"), of and from any and all manner of known and u...nknown actions, causes of action, suits, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, whether in law or in equity, and whether known or unknown, in each case, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts relating to, or in connection with or arising out of the Loan Documents or the transactions contemplated thereby and taken or existing on or prior to the date hereof, may have after the date hereof against the Releasees, for, upon or by reason of any matter, cause or thing whatsoever in connection with the Obligations or the Loan Documents through the date hereof. Without limiting the generality of the foregoing, each Loan Party waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do, shall or may have in connection with the Obligations or the Loan Documents as of the date hereof, hereof relating to, or in connection with or arising out of the Loan Documents or the transactions contemplated thereby, including, but not limited to, the rights to contest contest: (a) the right of the Lender to exercise its rights and remedies described in this Agreement, the Credit Agreement or the other Loan Documents; (b) any provision of this Agreement, the Credit Agreement or the other Loan Documents; or (c) the conduct of the Lender or any other Releasees relating to to, in connection with, or arising out of the Loan Credit Agreement or any of the other Loan Documents on or prior to the date hereof. 5 8. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Agreement by facsimile or other secure electronic format (.pdf) shall be effective as an original. View More
Release. Each Loan Party 5.1The Borrower hereby waives, remises, releases, acquits, satisfies and forever discharges the Agent Lenders and each Lender, Collateral Agent, their respective agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Lenders and Collateral Agent or any Lender ("Releasees"), of and from any and all manner of known and unknown actions, causes of action, suits, suit, debts, accounts, covenant...s, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, whether in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may have after the date hereof against the Releasees, for, upon or by reason of any matter, cause or thing whatsoever in connection with the Obligations or the Loan Documents through the date hereof. Without limiting the generality of the foregoing, each Loan Party waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do, shall or may have in connection with the Obligations or the Loan Documents as of the date hereof, including, but not limited to, the rights to contest any conduct of the Releasees relating to or arising out of the Loan Agreement or the other Loan Documents on or prior to the date hereof and through the date hereof. View More
Release. Each Loan Party of Existing Borrower and New Borrower hereby waives, remises, releases, acquits, satisfies and forever discharges the Agent Lenders and each Lender, Collateral Agent, their respective agents, employees, officers, directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Lenders and Collateral Agent or any Lender ("Releasees"), of and from any and all manner of known and unknown actions, causes of action, suits, suit, deb...ts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments, claims and demands whatsoever, whether in law or in equity, which any of such parties ever had, now has or, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may have after the date hereof against the Releasees, for, upon or by reason of any matter, cause or thing whatsoever in connection with relating to or arising out of the Obligations Loan Agreement or the other Loan Documents on or prior to the date hereof and through the date hereof. Without limiting the generality of the foregoing, each Loan Party of Existing Borrower and New Borrower waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do, shall or may have in connection with the Obligations or the Loan Documents as of the date hereof, including, but not limited to, including the rights to contest contest: (a) the right of Collateral Agent and each Lender to exercise its rights and remedies described in the Loan Documents; (b) any provision of this Amendment or the Loan Documents; or (c) any conduct of the Lenders or other Releasees relating to or arising out of the Loan Agreement or the other Loan Documents on or prior to the date hereof. View More
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Release. (a) The Collateral Agent hereby expressly terminates, relinquishes, releases, discharges and renders ineffective any and all security interests, liens, mortgages and encumbrances, as against the Trust, any transferee of the Trust and any person claiming title to or an interest in the Removed Collateral through any such person, or any successor or assign of any of the foregoing (all such persons and entities being referred to individually as a "Transferee" and collectively as the "Transferees"), ...any and all right, title, benefit, interest or claim whatsoever, present or future, actual or contingent (collectively, "Rights"), owned or held by the Collateral Agent to, against or in respect of the Removed Collateral. (b) In case any provision of this Reassignment shall be rendered invalid, illegal or unenforceable in any jurisdiction, the Collateral Agent hereby acknowledges that its interest in the Removed Collateral is subordinate and junior to the security interest of any Transferee and hereby expressly agrees that any security interest it may have in any Removed Collateral is and shall remain subordinate and junior to all security interests granted by a Transferee, regardless of the time of the recording, perfection or filing thereof or with respect thereto. (c) The Collateral Agent acknowledges and agrees that the Transferees and their representatives are expressly entitled to rely on the provisions of this Section 8, it being the intent of the Collateral Agent that the Transferees will acquire title to the Removed Collateral purchased by them free of any Rights owned or held by the Collateral Agent to, against or in respect of the Removed Collateral. View More
Release. (a) The Collateral Agent Trust hereby expressly terminates, relinquishes, releases, discharges and renders ineffective any and all security interests, liens, mortgages and encumbrances, as against the Trust, Transferor, any transferee of the Trust Transferor and any person claiming title to or an interest in the Removed Collateral through any such person, or any successor or assign of any of the foregoing (all such persons and entities being referred to 3 individually as a "Transferee" and colle...ctively as the "Transferees"), and any and all right, title, benefit, interest or claim whatsoever, present or future, actual or contingent (collectively, "Rights"), owned or held by the Collateral Agent Trust to, against or in respect of the Removed Collateral. (b) In case any provision of this Reassignment shall be rendered invalid, illegal or unenforceable in any jurisdiction, the Collateral Agent Trust hereby acknowledges that its the interest of the Trust in the Removed Collateral is subordinate and junior to the security interest of any Transferee and hereby expressly agrees that any security interest it may have in any Removed Collateral is and shall remain subordinate and junior to all security interests granted by a Transferee, regardless of the time of the recording, perfection or filing thereof or with respect thereto. (c) The Collateral Agent Trust acknowledges and agrees that the Transferees and their representatives are expressly entitled to rely on the provisions of this Section 8, 9, it being the intent of the Collateral Agent Trust that the Transferees will acquire title to the Removed Collateral purchased by them free of any Rights owned or held by the Collateral Agent Trust to, against or in respect of the Removed Collateral. View More
Release. (a) The Collateral Agent Trust hereby expressly terminates, relinquishes, releases, discharges and renders ineffective any and all security interests, liens, mortgages and encumbrances, as against the Trust, Transferor, any transferee of the Trust Transferor and any person claiming title to or an interest in the Removed Collateral through any such person, or any successor or assign of any of the foregoing (all such persons and entities being referred to individually as a "Transferee" and collect...ively as the "Transferees"), and any and all right, title, benefit, interest or claim whatsoever, present or future, actual or contingent (collectively, "Rights"), owned or held by the Collateral Agent Trust to, against or in respect of the Removed Collateral. 3 (b) In case any provision of this Reassignment shall be rendered invalid, illegal or unenforceable in any jurisdiction, the Collateral Agent Trust hereby acknowledges that its the interest of the Trust in the Removed Collateral is subordinate and junior to the security interest of any Transferee and hereby expressly agrees that any security interest it may have in any Removed Collateral is and shall remain subordinate and junior to all security interests granted by a Transferee, regardless of the time of the recording, perfection or filing thereof or with respect thereto. (c) The Collateral Agent Trust acknowledges and agrees that the Transferees and their representatives are expressly entitled to rely on the provisions of this Section 8, 9, it being the intent of the Collateral Agent Trust that the Transferees will acquire title to the Removed Collateral purchased by them free of any Rights owned or held by the Collateral Agent Trust to, against or in respect of the Removed Collateral. View More
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Release. As a material inducement for Lender to enter into this Amendment, each of the Borrowers does hereby release, waive, discharge, covenant not to sue, acquit, satisfy and forever discharges each of the Lender Indemnitees and their respective successors and assigns, from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, Proceedings, suits, claims, costs, expenses and distributions of any kind or nature whatsoever in law or in equity which any Borrower ever had, no...w has, or which any successor or assign of any Borrower hereafter can, shall or may have against any of the Lender Indemnitees, for, upon or by reason of any matter, cause or thing whatsoever related to the Credit Agreement, this Amendment or any other Loan Documents, through the date hereof. The Borrowers further expressly agree that the foregoing release and waiver agreement is intended to be as broad and inclusive as permitted by the laws governing the Credit Agreement. In addition to, and without limiting the generality of foregoing, the Borrowers further covenant with and warrant unto the Lender and each of the other Lender Indemnitees, that as of the date hereof, there exists no claims, counterclaims, defenses, objections, offsets or other claims against Lender or any other Lender Indemnitee, or the obligation of the Borrowers to comply with the terms and provisions of the Credit Agreement, this Amendment and all other Loan Documents. The foregoing release shall survive the termination of the Credit Agreement or any of the Loan Documents and repayment of the Obligations. View More
Release. As a material inducement for Lender to enter into this Amendment, each of the Borrowers does Credit Parties do hereby release, waive, discharge, covenant covenants not to sue, acquit, satisfy acquits, satisfies and forever discharges each of the Lender Indemnitees and their its respective successors and assigns, from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, Proceedings, suits, claims, costs, expenses and distributions of any kind or nature claims what...soever in law or in equity which any Borrower the Credit Parties ever had, now has, or which any successor or assign of any Borrower the Credit Parties hereafter can, shall or may have against any of the Lender Indemnitees, Lender, for, upon or by reason of any matter, cause or thing whatsoever related to the Credit Agreement, this Amendment or any other Loan Documents, through the date hereof. The Borrowers Credit Parties further expressly agree that the foregoing release and waiver agreement is intended to be as broad and inclusive as permitted by the laws of the jurisdiction governing the Credit Agreement. Loan Documents. In addition to, and without limiting the generality of foregoing, the Borrowers Credit Parties further covenant with and 8 warrant unto the Lender and each of the other Lender Indemnitees, Lender, that as of the date hereof, there exists exist no claims, counterclaims, defenses, objections, offsets or other claims against Lender or any other Lender Indemnitee, the Lender, or the obligation of the Borrowers Credit Parties to comply with the terms and provisions of the Credit Agreement, this Amendment and all other Loan Documents. The foregoing release shall survive the termination of the Credit Agreement or any of the Loan Documents and repayment of the Obligations. Revolving Note. View More
Release. As a material inducement for Lender to enter into this Amendment, each of the Borrowers does Credit Parties do hereby release, waive, discharge, covenant not to sue, acquit, satisfy and forever discharges each of the Lender Indemnitees and their respective successors and assigns, from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, Proceedings, suits, claims, costs, expenses and distributions of any kind or nature whatsoever in law or in equity which any Bor...rower Credit Parties ever had, now has, have, or which any successor or assign of any Borrower Credit Parties hereafter can, shall or may have against any of the Lender Indemnitees, for, upon or by reason of any matter, cause or thing whatsoever related to the Credit Agreement, this Amendment or any other Loan Documents, through the date hereof. The Borrowers Credit Parties further expressly agree that the foregoing release and waiver agreement is intended to be as broad and inclusive as permitted by the laws governing the Credit Agreement. In addition to, and without limiting the generality of the foregoing, the Borrowers Credit Parties further covenant with and warrant unto the Lender and each of the other Lender Indemnitees, that as of the date hereof, there exists no claims, counterclaims, defenses, objections, offsets or other claims against Lender or any other Lender Indemnitee, or the obligation of the Borrowers Credit Parties to comply with the terms and provisions of the Credit Agreement, this Amendment and all other Loan Documents. The foregoing release shall survive the termination of the Credit Agreement or any of the Loan Documents and repayment of the Obligations. View More
Release. As a material inducement for Lender to enter into this Amendment, each of the Borrowers does Credit Parties do hereby release, waive, discharge, covenant covenants not to sue, acquit, satisfy acquits, satisfies and forever discharges each of the Lender Indemnitees and their its respective successors and assigns, from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, Proceedings, suits, claims, costs, expenses and distributions of any kind or nature claims what...soever in law or in equity which any Borrower the Credit Parties ever had, now has, or which any successor or assign of any Borrower the Credit Parties hereafter can, shall or may have against any of the Lender Indemnitees, Lender, for, upon or by reason of any matter, cause or thing whatsoever related to the Credit Agreement, this Amendment or any other Loan Documents, through the date hereof. The Borrowers Credit Parties further expressly agree that the foregoing release and waiver agreement is intended to be as broad and inclusive as permitted by the laws of the jurisdiction governing the Credit Agreement. Loan Documents. In addition to, and without limiting the generality of foregoing, the Borrowers Credit Parties further covenant with and warrant unto the Lender and each of the other Lender Indemnitees, Lender, that as of the date hereof, there exists exist no claims, counterclaims, defenses, objections, offsets or other claims against Lender or any other Lender Indemnitee, the Lender, or the obligation of the Borrowers Credit Parties to comply with the terms and provisions of the Credit Agreement, this Amendment and all other Loan Documents. The foregoing release shall survive the termination of the Credit Agreement or any of the Loan Documents and repayment of the Obligations. Revolving Note. View More
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Release. The Guarantee of a Guaranteeing Subsidiary shall be released in accordance with the provisions set forth in the Indenture, including, without limitation, Section 9.04 of the 2015 Supplemental Indenture. The Trustee, at the expense and written direction of the Company, will execute proper instruments acknowledging the termination of such Subsidiary Guarantee as reasonably required by the representative of such Guarantor. Any Guarantor not released from its obligations under its Guarantee shall re...main liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article IX of the 2015 Supplemental Indenture. View More
Release. The Guarantee of a the Guaranteeing Subsidiary shall be released in accordance with the provisions set forth in the Indenture, including, without limitation, Section 9.04 of the 2015 2010 Supplemental Indenture. The Trustee, at the expense and written direction of the Company, will execute proper instruments acknowledging the termination of such Subsidiary Guarantee as reasonably required by the representative of such Guarantor. Any Guarantor not released from its obligations under its Guarantee... shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article IX of the 2015 2010 Supplemental Indenture. View More
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