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

Release; Covenant Not to Sue. Each Loan Party hereby absolutely and unconditionally releases and forever discharges Administrative Agent, FILO Agent and each Lender, and any and all partners, members, managers, agents, participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing (each a “Released Party”), from any and all claims, obligations, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising under or related to the Loan Documents from the beginning of time to and including the date of this Amendment, whether such claims, obligations, demands and causes of action are matured or unmatured or known or unknown; provided, however, that the foregoing release and covenant not to sue set forth below shall not apply to any obligations of the Released Party under this Amendment or the Credit Agreement or any claims arising after the date of this Amendment with respect to acts, occurrences or events after the date of this Amendment. It is the intention of each Loan Party in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California, which provides: “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 THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Loan Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Loan Party 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. 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 Released Party above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by such Loan Party pursuant to the above release. If any Loan Party or any of its successors, assigns or other legal representations violates the foregoing covenant, Loan Parties, for themselves and their successors, assigns and legal representatives, agree to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violation.

Release; Covenant Not to Sue. Each Loan Party hereby absolutely and unconditionally releases and forever discharges Administrative AgentIn consideration of Xxxxxxx’s receipt of the Grant, FILO Agent and each LenderXxxxxxx’s eligibility to participate in the Activities, and any for other good and all partnersvaluable consideration, membersthe receipt and sufficiency of which is hereby acknowledged, managersGrantee hereby covenants, agrees, represents and warrants for and on behalf of Xxxxxxx and Xxxxxxx’s heirs, executors, administrators, representatives, agents, participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof(the “Releasors”) to irrevocably and unconditionally release, together with all of the present settle, cancel, waive, acquit and former directorsdischarge Alumni Association and Alumni Fund as well as their affiliates and their respective owners, officers, agents directors, managers, employees, agents, representatives, successors and employees of any of assigns (collectively, the foregoing (each a “Released PartyReleasees”), to the fullest extent permitted by applicable law, from any and all claims, obligationsactions, demands or causes demands, damages, judgments, debts, liens, losses, liabilities, costs and expenses of action of any kind, every kind and nature or descriptionwhatsoever, whether arising known or unknown, foreseen or unforeseen, direct or indirect, fixed or contingent, whether based in tort, contract or any other theory of recovery, and regardless of the theory of damages whether said claims are based in law or equity or upon contract or tort or under any state or federal law or otherwisein equity, which any Loan Party has had, now has of the Releasors may at any time hereinafter have or has made claim to have have, against any such person for of the Releasees resulting from or by reason arising out of any actthe Activities, omission, matter, cause or thing whatsoever arising under travel to or related to the Loan Documents from the beginning Activities (the “Released Claims”). Grantee further agrees that in the event that any of time to and including the date of this Amendment, whether such claims, obligations, demands and causes of action are matured or unmatured or known or unknown; provided, howeverReleasors should bring a Released Claim on Xxxxxxx’s behalf, that the foregoing release Grantee hereby waives and covenant not forfeits any right to sue set forth below shall not apply recovery under said claim and will exercise good faith efforts to any obligations of the Released Party under this Amendment or the Credit Agreement or any claims arising after the date of this Amendment have such claim dismissed with respect to acts, occurrences or events after the date of this Amendment. It is the intention of each Loan Party in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specifiedprejudice, and in furtherance of this intention it waives the Grantee (or Releasor, as applicable) shall reimburse the Releasees for all costs and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California, which provides: “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 THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Loan Party acknowledges that it may hereafter discover facts different from expenses incurred by or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each Loan Party 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. Each Loan Party, on behalf of itself and its successorsthe Releasees in defending such matter, assignsincluding, and other legal representativeswithout limitation, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by such Loan Party pursuant to the above release. If any Loan Party or any of its successors, assigns or other legal representations violates the foregoing covenant, Loan Parties, for themselves and their successors, assigns and legal representatives, agree to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violationfees.