Borrower Release Clause Samples

Borrower Release. Each Borrower hereby fully, finally and forever releases, acquits and discharges (a) Escrow Agent and each Agent and Lender, (b) the predecessors in interest, successors, assigns and affiliates of Escrow Agent and each Agent and Lender and (c) the directors, officers, employees, agents and representatives of Escrow Agent and each Agent and Lender (collectively, the “Released Parties”), from any and all actions, causes of action, claims, debts, demands, liabilities, obligations, contracts, agreements, accounts, defenses, suits and offsets of whatever kind, character or nature whatsoever, in law or equity, contract or in tort, that any Borrower has or in the future may have, whether known or unknown, suspected or unsuspected, for or by reason of any matter, cause or thing whatsoever, arising under that certain letter agreement dated on or about the date hereof among Borrowers, BioFuel Energy Corp. and P▇▇▇▇ ▇▇▇▇▇▇▇ & Co. or otherwise in respect of the IB Engagement (as defined on Schedule I attached hereto) or the transactions contemplated hereby or thereby; provided, however, that the foregoing release shall not be construed as a waiver or release of the agreements of Agents or the Lenders under Section 6 hereof relating to the application of the proceeds of an Approved Sale.

Borrower Release. Any Borrower, other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Re, may be removed as a Borrower upon execution and delivery by such Borrower to the Administrative Agent of a written notification to such effect and repayment in full of all Loans made to such Borrower and repayment in full of all other amounts owing by such Borrower under this Agreement and the other Loan Documents (it being agreed that any such repayment shall be in accordance with the other terms of this Agreement) (a “Termination Letter”). Upon delivery of a Termination with respect to any such Borrower and the satisfaction of the other requirements set forth in the preceding sentence, such Borrower shall be fully released and discharged from all Obligations under this Agreement and the other Loan Documents to which it is a party and shall no longer be party to this Agreement or any of the other Loan Documents and shall not constitute a "Borrower" hereunder or thereunder. The delivery of a Termination Letter with respect to any Borrower shall not terminate (x) any Obligation of such Borrower that remains unpaid at the time of such delivery, (y) the Obligations of the Guarantor with respect to any such unpaid Obligations or (z) any Obligation of any other Borrower.

Borrower Release. Documentation evidencing either (A) the discharge or payment in full of the Company Indebtedness at the Closing from each holder of such Company Indebtedness, including all Company Indebtedness identified on Section 2.7(a)(iii)(A) of the Disclosure Schedule, together with customary documentation releasing all Liens relating thereto upon payment in full of all amounts set forth in such customary payoff letter or (B) documentation evidencing the release and termination of any and all Liens imposed upon, or encumbering the Shares or all or substantially all of the assets and properties of the Business, the Company or its Subsidiaries pursuant to the Company Indebtedness identified on Section 2.7(a)(iii)(B) of the Disclosure Schedule, in each case, (A) in form and substance reasonably satisfactory to Buyer and (B) duly executed by or on behalf of the applicable holders of such Company Indebtedness;

Borrower Release. In consideration of the agreements of Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby to the extent possible under applicable law fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lender 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 of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which 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 prior to the execution of this Amendment, 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. ▇▇▇▇▇▇▇▇ understands, acknowledges and agrees that 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. ▇▇▇▇▇▇▇▇ agrees that no fact, event, circumstance, evidence or transaction existing prior to the execution of this Amendment 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. Borrower waives the provisions of California Civil Code section 1542, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING...

Borrower Release. Upon the effectiveness of any Borrower Release (and after giving effect to the receipt and application of any proceeds of a replacement secured financing consummated concurrently therewith), if, after reducing the Collateral Value as set forth on the most recently delivered Collateral Value Certificate by the Appraised Value of the Collateral subject to such Borrower Release, there would be a Collateral Coverage Failure, the Borrower shall do one or more of the following: (i) prepay the Loans, (ii) deposit cash in the Collateral Account to be applied in accordance with Section 2.6(g) or (iii) pledge additional Appraised Collateral or Accounts pursuant to Section 5.8(d)(i) or 5.8(d)(ii), in each case, to the extent necessary to cure such Collateral Coverage Failure.

Borrower Release. Upon the Effective Date, Borrower (on behalf of itself and its respective agents, parties in interests, employees, officers, shareholders, members, subsidiaries, parent companies, predecessors, affiliates, successors, assigns and any other related entities) releases, waives and forever discharges Debtors (and their respective bankruptcy estates, agents, parties in interests, employees, officers, shareholders, members, subsidiaries, parent companies, predecessors, affiliates, successors, assigns and any other related entities) from all past or present actions, causes of action, proceedings, claims, administrative expense requests, defenses, demands, damages, costs, liabilities, agreements, promises, warranties, representations, duties, debts, and obligations of every kind whatsoever in law or equity, whether contingent or matured, whether asserted or unasserted, whether known or unknown, that are based on acts, omissions, or events that occurred on or before the Surrender Date related to the Torrance Lease, Torrance Property, the Loan Agreement, the Mortgage Note, and/or the Mortgage. For avoidance of doubt, this release extends to any and all allowable claims with respect to third party claims and the condition of the Torrance Property. Notwithstanding the foregoing, Borrower shall retain non-recourse claims against Borders as necessary to prosecute insured claims under applicable insurance contracts; Borrower will not retain any allowable claim against the Debtors' bankruptcy estates.

Borrower Release. In consideration of Lender’s entering into this Agreement, Borrower and for itself and its respective heirs, executors, successors and assigns, hereby jointly and severally fully and forever releases, relinquishes, discharges, settles and compromises any and all claims, cross-claims, counterclaims, causes, damages and actions of every kind and character, and all suits, costs, damages, expenses, compensation and liabilities of every kind, character and description, whether direct or indirect, known or unknown, in law or in equity, which it has, had, may have, or will have against Lender, and/or any of its affiliates, parents, directors, agents, representatives, officers, employees, attorneys, consultants, or contractors (collectively, the “Released Lender Parties”) on account of, arising, or resulting from, or in any manner incidental to, any and every thing or event occurring or failing to occur at any time in the past up to and including the Effective Date hereof, including, without limitation, any claims relating to the Loans, the Loan Documents, any act and event relating to Lender’s administration of the Loans or the other Obligations, and any act and event relating to any Released Lender Parties. The foregoing does not act as a release of liability for obligations arising out of performance of this Agreement which shall be administered in accordance with the terms hereof and shall be enforceable by all Parties.