Release by the Companies. THE COMPANIES HEREBY ACKNOWLEDGE THAT THEY HAVE NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM AGENT. THE COMPANIES HEREBY VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE AGENT, THE OTHER LENDERS, AND THEIR RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE COMPANIES MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.
Release by the Companies. Effective upon the consummation of the Minority Purchase pursuant hereto, each Company, on behalf of itself and its successors and assigns, releases, acquits and forever discharges each Seller transferring Interests in such Company (an “Applicable Seller”) pursuant hereto from any and all claims, demands, damages, actions, causes of action, rights, costs, losses, expenses, compensation or suits in equity, of whatsoever kind or nature, in contract or in tort, that such Company might have (a) because of anything done, omitted, suffered or allowed to be done by such Seller, in its capacity as an equity holder of such Company, prior to the Closing, or (b) in connection with or by reason of the Governing Documents of such Company, in each case whether heretofore or hereafter accruing, whether foreseen or unforeseen or whether known or unknown to the parties, including without limitation, any claim for indemnification, contribution or other relief (“Seller Released Matters”). Notwithstanding the foregoing, the following shall not constitute Seller Released Matters: (i) any claims against a Seller under this Agreement; or (ii) claims against a Seller for the actual and intentional fraud of such Seller. Effective upon the consummation of the Minority Purchase pursuant hereto, each Company further agrees never to commence, aid or participate in a manner adverse to any Applicable Seller in any legal action or other proceeding based in whole or in part upon any Seller Released Matters relating to such Applicable Seller. The Companies acknowledge that this release shall apply to all unknown or unanticipated results of any action of any Applicable Seller, as well as those known and anticipated. The Companies have provided the release in this Article VI voluntarily, with the intention of fully and finally extinguishing all Seller Released Matters. Effective upon the consummation of the Minority Purchase pursuant hereto, the Companies acknowledge and agree that they shall not make any claim related to the Seller Released Matters against any Person that has a right to seek indemnification, contribution or other relief for such claim from any Applicable Seller. The release contained in this Article VI shall also be deemed to be a covenant not to xxx. Any breach of this covenant by a Company not to xxx shall be deemed a breach of this Article VI.
Release by the Companies. The Companies, on behalf of themselves and ------------------------ their respective predecessors, successors, assigns, directors (but only in their capacities as directors of the Companies) and officers (but only in their capacities as officers of the Companies) voluntarily and irrevocably release and discharge you and your successors, assigns, heirs and survivors from any and all charges, complaints, claims, promises, agreements, causes of action, damages and debts, (including attorney's fees and costs actually incurred) which any of them have, claim to have, ever had or ever claimed to have had against you through the date hereof, known or unknown, which relate to good faith acts or omissions by you during the course of your employment undertaken or not undertaken in the reasonable belief that such acts or omissions were in the best interests of the Companies. The Companies further represent that they do not have any knowledge at this time of any acts or omissions by you that would give rise claims not otherwise released in the previous paragraph.
Release by the Companies. The Companies, on behalf of themselves ------------------------ and their respective predecessors, successors, assigns, directors (but only in their capacities as directors of the Companies) and officers (but only in their capacities as officers of the Companies) voluntarily and irrevocably release and discharge you and your successors, assigns, heirs and survivors from any and all charges, complaints, claims, promises, agreements, causes of action, damages and debts (including attorney's fees and costs actually incurred) which any of them have, claim to have, ever had or ever claimed to have had against you through the date hereof, that are known to the Companies or that presently are not actually known to senior management of the Companies but that directly or indirectly arise out of, relate to or concern good faith acts or omissions by you during the course of your employment undertaken or not undertaken in the reasonable belief that such acts or omissions were in or not opposed to the best interests of the Companies ("WII Claims"). The Companies further represent that they do not have any knowledge at this time of any acts or omissions by you that would give rise claims not otherwise released in the previous paragraph.
Release by the Companies. In consideration of the payment of the Commutation Amount, the Companies, each on behalf of itself and its direct and indirect past and present parents, subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, attorneys, predecessors, successors, liquidators, receivers, administrators and assigns (collectively, the "COMPANIES RELEASORS"), hereby irrevocably and unconditionally release and forever fully discharge the Reinsurer and its direct and indirect past and present parents, subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, attorneys, predecessors, successors, liquidators, receivers, administrators and assigns (all the foregoing, including the Reinsurer, collectively the "REINSURER RELEASEES"), from any and all past, present and future payment or other obligations, adjustments, executions, offsets, dues, commissions, salvage, premiums, return premiums, unearned premiums, reserves for ceded losses, reserves for outstanding claims, reserves for known or unknown claims, actions, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, claims, demands, liabilities and/or losses whatsoever; in each case whether reported or unreported, known or unknown, which any or all of the Companies Releasors ever had, now have, or hereinafter may have, whether grounded in law or equity, in contract or in tort, against any or all of the Reinsurer Releasees; by reason of any matter whatsoever arising out of or under or relating, directly or indirectly, to the Reinsurance Agreements including, without limitation the full amount under the LOCs.
Release by the Companies. In consideration of Mesa entering into this Agreement, the Companies agree to, and hereby do irrevocably, unconditionally and generally release and forever discharge Mesa and its affiliates, parents, subsidiaries, predecessors, divisions, directors, officers, shareholders, employees, agents, attorneys, and successors and assigns from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, counterclaims and demands whatsoever, in law, admiralty or equity, known or unknown, against Mesa, which the Companies ever had, or which the Companies now have as of the date of this Agreement including, but not limited to, any and all claims arising out of the Contract and/or which were asserted or could have been asserted in the Action.
Release by the Companies. Each of the Companies, on behalf of the Companies and the Companies' successors, attorneys, accountants, advisors, assigns, officers, directors, affiliates, agents, employees, relatives, and representatives hereby knowingly and voluntarily releases, acquits and forever discharges Pacific Life, its successors, attorneys, accountants, advisors, assigns, affiliates, agents, officers, directors, employees, relatives and representatives (the "Pacific Life Parties) from any and all actions, causes of action, claims, suits, demands, rights, damages, costs, invoices,
Release by the Companies. The Companies voluntarily and irrevocably release and discharge you and your successors, assigns, heirs and survivors from any and all charges, complaints, claims, promises, agreements, causes of action, damages and debts, (including attorney's fees and costs actually incurred) which relate to good faith acts or omissions by you during the course of your employment undertaken or not undertaken in the reasonable belief that such acts or omissions were in the best interests of the Companies. The Companies further represent that they do not have any knowledge at this time of any acts or omissions by you that would give rise claims not otherwise released in the previous paragraph.
Release by the Companies. (a) Hills hereby represents that it does not have any claim, action or proceeding pending against you. Except as necessary to enforce the terms of this letter agreement, and in exchange for and in consideration of the promises, covenants and agreements set forth in this letter agreement, the Companies hereby release you from any and all manner of claims, demands, causes of action, obligations, damages or liabilities whatsoever of every kind and nature, at law or in equity, known or unknown, and whether or not discoverable (all of the foregoing being hereafter referred to as "Claims"), which the Companies have or may have for any period prior to and including the date of the execution of this letter agreement arising out of or related to your having been an officer or director of the Companies; provided that the foregoing release shall not apply to any illegal acts undertaken by you in any capacity with the Companies.
Release by the Companies. Upon the effectiveness of conditions (x), and (y) from Paragraph 1, the Companies each hereby release and forever discharge Employee, from any and all claims that were under authority of the officers of the Companies after Effective Date including attorneys' fees and costs incurred, demands, rights, actions, and/or causes of action of any kind or nature whatsoever, whether direct, indirect, accrued, inchoate, contingent, potential or otherwise, in statutory or common law, or in equity, which arose prior to the execution of this Agreement by the Companies and which the Companies has ever had or now has, related directly or indirectly to Employee's relationship with the Companies. Each of the Companies further agrees not to hereafter, directly or indirectly, sue, assist in or be a voluntary party to, except as required by law, xxy suit or proceeding against any one or more of the Employee Released Parties for any claims relating to events occurring prior to or simultaneously with the execution of this Agreement, including but not limited to Employee's employment relationship with the Companies as provided for or referenced herein. Each of the Companies further agrees that Employee is not held by any previously agreed to non-compete agreement. This release, however, does not release Employee from any of their obligations as set forth in this Agreement, whether or not related to or arising out of acts, events or circumstances occurring or existing on or prior to the date hereof, including, without limitation, any matters for which Employee is obligated to indemnify either the Companies pursuant to Section 7.
