Common use of Release and Covenant Not to S▇▇ Clause in Contracts

Release and Covenant Not to S▇▇. (a) Each Loan Party, on behalf of itself and its successors, assigns and other legal representatives, hereby absolutely, unconditionally and irrevocably releases and discharges each of the Administrative Agent, the Lenders and their respective present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns (collectively, the “Releasees”, and each, a “Releasee”), from any and all actions, causes of action, claims, debts, damages, demands, liabilities, obligations, and suits, of whatever kind or nature, in law or equity of such Loan Party, whether now known or unknown to such Loan Party, and whether contingent or matured (collectively, “Claims”): (a) in respect of the Credit Agreement, the Loan Documents, or the actions or omissions of the Administrative Agent, any Lender or any other Releasee in respect of the Credit Agreement and the Loan Documents; and (b) arising from events occurring prior to the date of this Amendment; provided that nothing in this Section 8 shall release the Administrative Agent or any Lender from of any of its contractual obligations to any Loan Party under the Credit Agreement or any other Loan Document. (b) Each Loan Party, on behalf of itself and its successors, assigns and other legal representatives, hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that such Loan Party will not s▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released and discharged by such Loan Party pursuant to Section 8(a) above. If any Loan Party or any of its successors, assigns or other legal representative violates the foregoing covenant, such Loan Party, 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 reasonable attorneys’ fees and costs incurred by any affected Releasee as a result of such violation. (c) Each Loan Party understands, acknowledges and agrees that the release of claims and covenant not to s▇▇ set forth in Sections 8(a) and (b) 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. (d) Each Loan Party 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 of claims and the covenant not to s▇▇ set forth in Sections 8(a) and (b) above.

Release and Covenant Not to S▇▇. (a) Each Loan PartyBuyer and the Company, on their own behalf and that of itself and its successors, assigns and each other legal representatives, hereby absolutely, unconditionally and irrevocably releases and discharges each of the Administrative Agent, the Lenders and their respective present and former directors, shareholders, officers, employees, agents, representatives, successors and assigns Buyer Indemnified Party (collectively, the “Releasees”, and each, a “ReleaseeReleasing Parties”), hereby release, acquit and discharge, effective as of and conditioned upon Closing, but otherwise unconditionally and without reservation, each individual who on or prior to the Closing Date were officers or directors of the Company or any Subsidiary of the Company, and the heirs, trustees, fiduciaries and administrators of such officers or directors (collectively, the “Released Parties”) from any and all manner of claims, counterclaims, cross-claims, actions, causes of action, claimsrights, disputes, controversies, judgments, debts, damagesagreements, contracts, covenants, promises, representations, misrepresentations, allegations, demands, obligations, duties, suits, rights of contribution and indemnity, liens, expenses, assessments, penalties, charges, injuries, losses, costs (including, without limitation, attorneys fees and costs incurred), damages (including, without limitation, compensatory, consequential, bad faith or punitive damages), sanctions, and liabilities, obligations, and suitsdirect or indirect, of whatever kind or natureany and every kind, character, nature and manner whatsoever, in law or equity in equity, civil or criminal, administrative or judicial, contract, tort (including, without limitation, bad faith, fraud and negligence of such Loan Partyany kind) or otherwise, whether now known or unknown unknown, claimed or unclaimed, asserted or unasserted, suspected or unsuspected, claimed or concealed, discovered or undiscovered, accrued or unaccrued, anticipated or unanticipated, fixed or contingent, liquidated or unliquidated, state or federal, under common law, statute or regulation, which any of the Releasing Parties ever had, now has, ever may have or claim to such Loan have in the future against any Released Party, for, upon, or by reason of any act, matter, cause or thing whatsoever from the beginning of time to and whether contingent including the date of the Closing, resulting from, based upon, related to or matured connected with, in any way, directly or indirectly, the service of the Released Parties as directors or officers of the Company or any Subsidiary (collectively, the “Released Claims”): (a) in respect of the Credit Agreement, the Loan Documents, or the actions or omissions of the Administrative Agent, any Lender or any other Releasee in respect of the Credit Agreement and the Loan Documents; and (b) arising from events occurring prior to the date of this Amendment; provided that nothing in this Section 8 shall release the Administrative Agent or any Lender from of any of its contractual obligations to any Loan Party under the Credit Agreement or any other Loan Document). (b) Each Loan PartySubject to and effective only upon the Closing having occurred, on behalf of itself and its successorsthe Releasing Parties irrevocably covenant that they shall not hereafter commence or cause to be commenced, assigns and other legal representativesjoin in, hereby absolutelyassist, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that such Loan Party will not s▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released and discharged by such Loan Party pursuant to Section 8(a) above. If any Loan Party or any of its successors, assigns or other legal representative violates the foregoing covenant, such Loan Party, 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 reasonable attorneys’ fees and costs incurred by any affected Releasee as a result of such violation. (c) Each Loan Party understands, acknowledges and agrees that the release of claims and covenant not to s▇▇ set forth in Sections 8(a) and (b) 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. (d) Each Loan Party 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 finalseek relief through, absolute and unconditional nature directly or indirectly, any suit, action, agency or other proceeding, claim or demand, counterclaim or cross-claim of the release any kind or character whatsoever against any Released Party, for, upon, or by reason of claims and any Released Claim. A Released Party hereafter violating the covenant not to s▇▇ set forth contained in Sections 8(athe immediately preceding sentence shall indemnify and hold harmless the Released Parties with respect to the act or acts constituting such violation, including without limitation by payment of all damages and attorneys’ fees and expenses incurred by any Released Party in connection with such act or acts. (c) The foregoing provisions of this Section 5.3 shall in no way limit the rights and (b) aboveobligations of the parties to this Agreement under Article IX.

Release and Covenant Not to S▇▇. (a) Each Loan PartyParty releases and forever discharges, on behalf of for itself and its successors, assigns and other legal representatives, hereby absolutely, unconditionally and irrevocably releases and discharges for each of the Administrative Agentits past, the Lenders and their respective present and former future parents, subsidiaries and affiliates (collectively, “Affiliates”) and each of its and its Affiliates’ past, present, and future officers, directors, shareholders, officerslimited liability company membership interest holders, limited partners, general partners, members, managers, employees, agents, representatives, successors successors, and assigns and all other persons acting on behalf of such Party or its Affiliates (collectively, the “Releasees”, and each, a “ReleaseeRepresentatives”), each of the other Parties, and each of the other Parties’ Affiliates and Representatives from any and all actions, causes of action, obligations, costs, expenses (including costs of investigation and attorneys fees), controversies, damages (including incidental and consequential damages), losses, claims, debts, damages, demands, liabilities, obligationssuits, and suitsdemands, of whatever kind or naturecharacter, in law or equity of such Loan Partyin equity, whether now known or unknown to such Loan Party(including acts of God), and whether statutory or at common law, federal or state, suspected or unsuspected, contingent or matured realized, from the beginning of time (collectively, “Obligations and Claims”): (a) in respect of the Credit Agreement, the Loan Documents, or individually, an “Obligation” or “Claim”), specifically including, but not limited to, all Obligations and Claims arising out of or related in any manner to the actions Transaction Documents or the performance, non-performance, acts or omissions of the Administrative Agent, any Lender or any other Releasee in respect of the Credit Agreement Parties and their Affiliates and Representatives thereunder. The foregoing notwithstanding, the Loan Documents; Parties acknowledge and (b) arising from events occurring prior to agree that this Release in no way waives any rights any of the date Parties might possess in connection with the enforcement of this Amendment; provided that nothing in this Section 8 shall release Release. Each of the Administrative Agent or any Lender from of any Parties hereby covenants not to, and to cause all of its contractual obligations to Affiliates and Representatives not to, bring any Loan Party under the Credit Agreement or any other Loan Document. (b) Each Loan Partyaction, on behalf cause of itself and its successors, assigns and other legal representatives, hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that such Loan Party will not s▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released and discharged by such Loan Party pursuant to Section 8(a) above. If any Loan Party or any of its successors, assigns or other legal representative violates the foregoing covenant, such Loan Party, 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 reasonable attorneys’ fees and costs incurred by any affected Releasee as a result of such violation. (c) Each Loan Party understands, acknowledges and agrees that the release of claims and covenant not to s▇▇ set forth in Sections 8(a) and (b) 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 of any kind, which may be instituted, prosecuted or attempted in breach of the provisions of such release. (d) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted has accrued or which may hereafter be discovered shall affect ever accrue, whether based in the United States Constitution, any state constitution, common law or statute, contract, tort, or in equity, for actual or punitive damages or other relief, against any of the other Parties or their Affiliates or Representatives arising out of, resulting from, or in any manner related to the final, absolute and unconditional nature of the release of claims and the covenant not to s▇▇ set forth matters released in Sections 8(a) and (b) abovethis Section 2.