Common use of Release and Covenant Not to Sue Clause in Contracts

Release and Covenant Not to Sue. 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 Lenders, and their successors and assigns, and their present and former shareholders, Affiliates, Subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each 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, controversies, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and xxxxxxxxxxx whatsoever known or suspected as of the date hereof (individually, a “Claim” and collectively, “Claims”) of every name and nature, both at law and in equity, which any Loan Party or any of their successors, assigns, or other legal representatives may now 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 from and after the Fifth Amendment Effective Date to the day and date of this Sixth Amendment for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.

Release and Covenant Not to Sue. In consideration (a) Subject to Section 6.3, Section 6.9(b) and Section 6.9(c), each of the agreements of Agent parties hereto acknowledge and Lenders contained herein agree that the rights and for other good obligations under the LLC Agreement shall remain in full force and valuable consideration, effect until the receipt and sufficiency of which is hereby acknowledged, each BorrowerClosing Date. (b) Seller, on behalf of itself and its successorsAffiliates and its and their heirs, assigns, and other legal representatives, hereby absolutely, unconditionally predecessors and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors (including those by merger) and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by law, the Company and its Affiliates (including, for the avoidance of doubt, Buyer and Issuer) and each of their respective past, present and former shareholders, Affiliates, Subsidiaries, divisions, predecessors, or future directors, officers, attorneys, employees, agents and other incorporators, members, managers, partners, stockholders, Affiliates, agents, attorneys or representatives or any successor or assign thereof (Agenteach, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)) of, of from and from against any and all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaimsdemands, defensesdamages, rights judgments, debts, dues and suits of set offevery kind, demands nature and xxxxxxxxxxx description whatsoever known or suspected as of the date hereof (individuallyeach, a “Claim” and collectively, “Claims”) of every name and nature, both at law and in equity, which any Loan Party Seller or its Affiliates or any of their successorsrespective heirs, legal representatives, predecessors and successors (including those by merger) or assigns ever had or now has about which Seller knows or reasonably should have known on or prior to the Agreement Date (including, without limitation, after taking into account matters disclosed and made reasonably apparent to the board of directors of Trilogy Investors, LLC) arising out of or relating to the Company and its Subsidiaries (including, without limitation, arising out of or relating to Seller’s ownership thereof or the actions or inactions of any member therein or manager thereof) (collectively, the 26 “Released Claims”). Xxxxxx further agrees not to, and agrees to cause its Affiliates not to, assert any Released Claims against any Releasee. (c) In addition to and not in lieu of the release of Released Claims pursuant to Section 6.9(b), Seller, on behalf of itself and its Affiliates and its and their heirs, legal representatives, predecessors and successors (including those by merger) and assigns, hereby agrees not to assert any Claim against any Releasee arising out of or relating to the Company’s obligations to distribute Available Cash under Article Four of the LLC Agreement during the term of this Agreement; provided that such distributions are in accordance with past practice and Buyer in good faith believes such distributions are in accordance with the LLC Agreement, including but not limited to the Approved Business Plan. In addition, if between the Agreement Date and the Closing Date the Manager calls for an Additional Capital Contribution in accordance with Section 3.03 or Section 3.04 of the LLC Agreement, the Buyer (in its capacity as Manager of the Company) shall cause Available Cash to be funded to the members of the Company in an amount sufficient to fund such Additional Capital Contribution, if Seller directs Manager in writing that it has elected to fund such Additional Capital Contribution and desires the Available Cash to do so. Furthermore, in the event that Manager elects to fund acquisitions (other legal representatives may now own, hold, have than purchase options in accordance with the terms of the existing lease or claim to have against development joint ventures) at the Releasees Company or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time from and after its subsidiaries with equity during the Fifth Amendment Effective Date to the day and date term of this Sixth Amendment Agreement, then the amount of equity so funded shall reduce amounts available to be called in accordance with Section 3.03(i) of the LLC Agreement for or on account of“Identified Initiatives” as set forth in the Approved Business Plan (but not to less than zero). For the avoidance of doubt, or nothing in relation to, or this Section 6.9(c) shall in any way in connection with any modify the rights and the obligations of the Credit members of the Company during the term of this Agreement, including but not limited to under Section 3.03 or any Section 3.04 of the other Loan Documents LLC Agreement or transactions thereunder Article Four of the LLC Agreement, and Seller’s agreement not to assert any Claims during the term of this Agreement arising out of or related theretorelating to distributions of Available Cash under Article Four of the LLC Agreement herein shall not be deemed a waiver of any Claims thereunder. (d) Xxxxxx understands and agrees that the Released Claims include known and may also include unknown claims. Seller has read and understands Section 1542 of the California Civil Code, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECTS TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Seller hereby expressly waives all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction. Section 6.10

Release and Covenant Not to Sue. In consideration 5.1. Talbot Holdings Release Effective as of xxx Closing, Talbot Holdings, for itself as well as its subsidiaries (including, without limitation, after the agreements of Agent and Lenders contained herein and for other good and valuable considerationClosing Date, the receipt and sufficiency of which is hereby acknowledged, each Borrower, on behalf of itself AUHL and its subsidiaries) and their respective successors, agents and assigns, and other legal representativesdoes hereby forever, hereby absolutelyfinally, unconditionally and irrevocably releases, remises and forever discharges Agent and Lendersfully, and unconditionally release and discharge AIHL and its parent Alleghany Corporation and their successors respective subsidiaries, affiliates, parents, successors, predecessors and assigns, and all of their respective past and present and former shareholdersmembers, Affiliatesmanagers, Subsidiariesemployees, divisions, predecessorsofficers, directors, officersagents, representatives, attorneys, employeesinsurers, agents accountants and other representatives (Agentshareholders, each Lender in their individual, official and representative capacities, from and against any and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)claims, of and from all debts, liabilities, demands, actionsobligations, causes of actionpromises, agreements, contracts, covenants, liens, losses, costs and expenses, damages, suits, controversiesactions and causes of action whatsoever, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and xxxxxxxxxxx whatsoever known or suspected as of the date hereof (individually, a “Claim” and collectively, “Claims”) of every name and nature, both at law and or in equity, which any Loan Party or any of their successors, assigns, or other legal representatives may now own, hold, have or claim to have against the Releasees or that any of them ever had, now have, or hereafter can, shall or may have, from the beginning of the world to the Closing Date, whether known or unknown, suspected or unsuspected, matured or unmatured, liquidated or unliquidated, jointly or severally, directly or indirectly, accrued or unaccrued, contingent or fixed (collectively, "Claims") for, upon, or by reason of any circumstance, actionmatter, cause or thing whatsoever which arises at whatsoever, including, without limitation, any time from and after the Fifth Amendment Effective Date to the day and date of this Sixth Amendment for or on account all Claims arising out of, or in relation relating to, any act or in any way omission in connection with any the management or conduct of the Credit Agreement, business or affairs of AUHL or any of its subsidiaries, and further covenants not to sue upon any such Claims. Notwithstanding the other Loan Documents foregoing, AIHL shall nxx be released from any Claims arising out of or transactions thereunder relating to any breach by AIHL of its obligations under this Agreement or related theretoany documents delivered pursuant hereto.

Release and Covenant Not to Sue. In consideration (a) Subject to Section 6.3, Section 6.9(b) and Section 6.9(c), each of the agreements of Agent parties hereto acknowledge and Lenders contained herein agree that the rights and for other good obligations under the LLC Agreement shall remain in full force and valuable consideration, effect until the receipt and sufficiency of which is hereby acknowledged, each BorrowerClosing Date. (b) Seller, on behalf of itself and its successorsAffiliates and its and their heirs, assigns, and other legal representatives, hereby absolutely, unconditionally predecessors and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors (including those by merger) and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by law, the Company and its Affiliates (including, for the avoidance of doubt, Buyer and Issuer) and each of their respective past, present and former shareholders, Affiliates, Subsidiaries, divisions, predecessors, or future directors, officers, attorneys, employees, agents and other incorporators, members, managers, partners, stockholders, Affiliates, agents, attorneys or representatives or any successor or assign thereof (Agenteach, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)) of, of from and from against any and all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaimsdemands, defensesdamages, rights judgments, debts, dues and suits of set offevery kind, demands nature and xxxxxxxxxxx description whatsoever known or suspected as of the date hereof (individuallyeach, a “Claim” and collectively, “Claims”) of every name and nature, both at law and in equity, which any Loan Party Seller or its Affiliates or any of their successorsrespective heirs, assignslegal representatives, predecessors and successors (including those by merger) or other legal representatives may assigns ever had or now ownhas about which Seller knows or reasonably should have known on or prior to the Agreement Date (including, holdwithout limitation, have after taking into account matters disclosed and made reasonably apparent to the board of directors of Trilogy Investors, LLC) arising out of or claim relating to have against the Releasees Company and its Subsidiaries (including, without limitation, arising out of or any of them for, upon, relating to Seller’s ownership thereof or by reason the actions or inactions of any circumstancemember therein or manager thereof) (collectively, action, cause or thing whatsoever which arises at any time from and after the Fifth Amendment Effective Date to the day and date of this Sixth Amendment for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.the

Release and Covenant Not to Sue. In consideration (a) Upon the occurrence of the agreements of Agent Effective Date in accordance with Paragraph 6 hereof, and Lenders contained herein in consideration for the Settlement Fund Amount described in this Settlement Agreement, End-Payor Plaintiffs and for other good the End-Payor Classes—except those who requested exclusion from the End-Payor Classes and valuable consideration, whose request was approved by the receipt and sufficiency of which is hereby acknowledged, each Borrower, Court—on behalf of itself themselves and their respective past and present parents, subsidiaries, and affiliates, general and limited partners, officers, directors, employees, agents, attorneys, servants, predecessors, successors, heirs, executors, administrators, and representatives (the “Releasing Parties”), shall release and forever discharge, and covenant not to xxx Xxxxxx and its successorsrespective past, assignspresent, and other legal representativesfuture parents, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, Affiliates, Subsidiariessubsidiaries, divisions, predecessorsaffiliates, joint ventures, stockholders, general partners, limited partners, officers, directors, officersmanagement, supervisory boards, insurers, employees, agents, servants, trustees, associates, attorneys, employees, agents and other any of their legal representatives (Agentand the predecessors, successors, heirs, executors, administrators, and assigns of each Lender and all such other Persons being hereinafter referred to collectively as of the foregoing) (the “Releasees” and individually as a “ReleaseeReleased Parties”), of with respect to any and from all past, present, or future liabilities, claims, demands, obligations, suits, damages, penalties, levies, executions, judgments, debts, charges, actions, or causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and xxxxxxxxxxx whatsoever known or suspected as of the date hereof (individually, a “Claim” and collectively, “Claims”) of every name and nature, both at law and or in equity, which any Loan Party or any of their successorswhether class, assignsindividual, or other legal representatives may now ownotherwise in nature, holdand whether known or unknown, have arising out of or claim relating to have against the Releasees or any of them forconduct, uponevents, or by reason of any circumstancetransactions, action, cause or thing whatsoever which arises at any time from and after the Fifth Amendment Effective Date prior to the day and date of preliminary approval of this Sixth Amendment for or on account ofSettlement Agreement, (a) alleged, or which reasonably could have been alleged, in relation tothe End-Payor Class Action concerning the alleged anticompetitive scheme to prevent and delay approval and market entry of AB-rated generic equivalents of Lipitor, or (b) concerning end-payor purchases of Lipitor and/or its AB-rated generic equivalents in any way in connection with any of the Credit AgreementClass States and arising under the Xxxxxxx Act, 15 U.S.C. §§ 1 & 2, et seq., or any other federal or state statute or common-law doctrine relating to antitrust or consumer protection (collectively, the “Released Claims”). Upon the Effective Date, the Releasing Parties will be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any action or other proceeding in any forum whatsoever, including any court of law or equity, arbitration tribunal, or administrative forum, asserting the other Loan Documents or transactions thereunder or related theretoReleased Claims against the Released Parties.

Release and Covenant Not to Sue. In consideration of the agreements of Agent Borrower Parties, jointly and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrowerseverally, on behalf of itself themselves and its successorsall of their respective heirs, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, remise, release, acquit, satisfy and their forever discharge Lender or any of Lender's predecessors in interest and any subsidiary or affiliate of Lender or any of Lender's predecessors in interest, and all of the past, present and former shareholders, Affiliates, Subsidiaries, divisions, predecessorsfuture officers, directors, officerscontractors, employees, agents, servicers (including, but not limited to, Lennar Partners, Inc.), attorneys, employeesrepresentatives, agents participants, successors and other representatives (Agent, each assigns of Lender and Xxxxxx's predecessors in interest (collectively, "Lender Parties") from any and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)manner of debts, of and from all demandsaccountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, causes of actioninactions, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and xxxxxxxxxxx whatsoever known or suspected as causes of the date hereof (individuallyaction of any nature whatsoever, a “Claim” and collectively, “Claims”) of every name and nature, both at law and or in equity, known or unknown, either now accrued or subsequently maturing, which any Loan Party of Borrower Parties now has or any of their successorshereafter can, assigns, shall or other legal representatives may now own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, actionmatter, cause or thing whatsoever which arises at any time thing, from the beginning of the world to and after including the Fifth Amendment Effective Date to the day and date of this Sixth Amendment for Agreement, including, without limitation, matters arising out of or on account ofrelating to (a) the Loan, or in relation including, but not limited to, its administration or funding, (b) the Loan Documents, (c) the Debt (as defined in the Mortgage) and as otherwise described in the Loan Documents, (d) the Indebtedness described in Section 1.3 hereof, (e) any way other agreement or transaction between any of Borrower Parties and any of Lender Parties, and (f) the Project or its development, financing and operation. Borrower Parties, jointly and severally, for themselves and all of their respective heirs, successors and assigns, covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the Credit Agreementforegoing matters, claims or any causes of the other Loan Documents or transactions thereunder or related theretoaction.