Common use of Release Clause in Contracts

Release. In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 set forth above.

Appears in 12 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (Neuronetics, Inc.), Loan and Security Agreement (Harrow Health, Inc.)

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Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach of Borrower and each Guarantor that executes a Consent and Reaffirmation to this Amendment, on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (Borrower, each Guarantor and all such other Persons being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent Agent, Issuing Bank and each LenderLenders, and its their successors and assigns, and its their present and former shareholders, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Issuing Bank, each Lender and all such other persons 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 (individually, a “Claim” and collectively, “Claims”) 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 Releasor 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way related to or in connection with the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth above.

Appears in 11 contracts

Samples: Credit Agreement (Nuverra Environmental Solutions, Inc.), Credit Agreement (Nuverra Environmental Solutions, Inc.), Credit Agreement (Nuverra Environmental Solutions, Inc.)

Release. In consideration By execution of the agreements this Agreement, Borrower acknowledges and confirms that Borrower does not have any actions, causes of Collateral Agent and each Lender contained herein and for other good and valuable considerationaction, damages, claims, obligations, liabilities, costs, expenses and/or demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent arising out of or relating to this Agreement, the receipt Credit Agreement or the other Loan Documents against any Released Party (as defined below), whether asserted or unasserted. Notwithstanding any other provision of any Loan Document, to the extent that such actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and/or demands may exist, Borrower voluntarily, knowingly, unconditionally and sufficiency of which are hereby acknowledgedirrevocably, Borrowerwith specific and express intent, for and on behalf of itself and itself, its successorsmanagers, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsmembers, directors, officers, employees, stockholders, Affiliates, agents, representatives, accountants, attorneys, employeessuccessors and assigns and their respective Affiliates (collectively, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” Releasing Parties”), hereby fully and individually as a completely releases and forever discharges Lender, its Affiliates and its and their respective managers, members, officers, employee, Affiliates, agents, representatives, successors, assigns, accountants and attorneys (collectively, the ReleaseeIndemnified Persons”) and any other Person or insurer which may be responsible or liable for the acts or omissions of any of the Indemnified Persons, or who may be liable for the injury or damage resulting therefrom (collectively, with the Indemnified Persons, the “Released Parties”), of and from any and all demands, actions, causes of action, suitsdamages, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaimsobligations, defensesliabilities, rights costs, expenses and demands of set-offany kind whatsoever, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrowermatured or unmatured, vested or contingent, that any of its successorsthe Releasing Parties has against any of the Released Parties, assignsarising out of or relating to this Agreement, the Credit Agreement and the other Loan Documents which Releasing Parties ever had 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 on or prior to the day and date of this AmendmentReleased Party, including, without limitation, for any presently existing claim or on account ofdefense whether or not presently suspected, contemplated 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. Borrower 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. Borrower 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 set forth aboveanticipated.

Appears in 9 contracts

Samples: Credit and Security Agreement (TRANS LUX Corp), Credit and Security Agreement (TRANS LUX Corp), Credit and Security Agreement (TRANS LUX Corp)

Release. In consideration of the agreements of Collateral the Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral the Agent and each Lender, Lender and its their respective successors and assigns, and its their respective present and former shareholders, affiliatesAffiliates, trustees, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Agent, Lenders each Lender and all such other persons 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 (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, such Loan Party or any of its successors, assigns, 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth aboveherein.

Appears in 8 contracts

Samples: Credit Agreement (dELiAs, Inc.), Credit Agreement and Limited Waiver (Kid Brands, Inc), Credit Agreement (Kid Brands, Inc)

Release. In exchange for the payments and other consideration of the agreements of Collateral Agent under this Agreement, to which you would not otherwise be entitled, and each Lender contained herein and for other good and valuable considerationexcept as otherwise set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, Borroweryou, on behalf of itself yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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 affiliates (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Parties), ) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, covenantscosts, contractsexpenses, controversiesattorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, promisesevents, sums acts or conduct at any time prior to and including the execution date of moneythis Agreement, accountsincluding but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, billsbonuses, reckoningscommissions, damages stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties: • has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing; • has discriminated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other protected category in violation of any local, state or federal law, constitution, ordinance, or regulation, including but not limited to: Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. 1981), the Civil Rights Act of 1991, the Genetic Information Nondiscrimination Act, Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination against the disabled, the Age Discrimination in Employment Act (ADEA), which prohibits discrimination based on age, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Xxxx Xxxxxxxxx Fair Pay Act, the anti-retaliation provisions of the Xxxxxxxx-Xxxxx Act, or any other federal or state law regarding whistleblower retaliation; the Massachusetts Fair Employment Practices Act (M.G.L. c. 151B), the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Privacy Statute, the Massachusetts Sick Leave Law, the Massachusetts Civil Rights Act, all as amended, and any and all other claimsfederal, counterclaimsstate or local laws, defensesrules, rights of set-offregulations, demands and liabilities whatsoever of every name and natureconstitutions, ordinances or public policies, whether known or unknown, suspected or unsuspectedprohibiting employment discrimination; • has violated any employment statutes, both at law and in equitysuch as the WARN Act, which Borrowerrequires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974 (ERISA) which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, which regulates wage and hour matters; the National Labor Relations Act, which protects forms of concerted activity; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; the Fair Credit Reporting Act, the Employee Polygraph Protection Act, the Massachusetts Payment of Wages Act (M.G.L. c. 149 sections 148 and 150), the Massachusetts Overtime regulations (M.G.L. c. 151 sections 1A and 1B), the Massachusetts Meal Break regulations (M.G.L. c. 149 sections 100 and 101), all as amended, and any and all other federal, state or local laws, rules, regulations, constitutions, ordinances or public policies, whether known or unknown relating to employment laws, such as veterans’ reemployment rights laws; • has violated any other laws, such as federal, state, or any of its successorslocal laws providing workers’ compensation benefits, assignsrestricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other legal representatives may now federal, state or hereafter ownlocal laws providing recourse for alleged wrongful discharge, holdretaliatory discharge, have negligent hiring, retention, or claim supervision, physical or personal injury, emotional distress, assault, battery, false imprisonment, fraud, negligent misrepresentation, defamation, intentional or negligent infliction of emotional distress and/or mental anguish, intentional interference with contract, negligence, detrimental reliance, loss of consortium to have against the Releasees you or any member of them foryour family, uponwhistleblowing, and similar or related claims. Notwithstanding the foregoing, other than events expressly contemplated by reason of this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed or your right to enforce this Agreement. Also excluded from this Agreement are any circumstance, action, cause or thing whatsoever Claims which arises at any time on or prior to the day and date of this Amendmentcannot be waived by law, including, without limitation, for any rights you may have under applicable workers’ compensation laws and your right, if applicable, to file or on account ofparticipate in an investigative proceeding of any federal, state or local governmental agency. Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in relation toany proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any way investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in connection with the Loan Agreementany putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the other Loan Documents Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or transactions thereunder any plan or agreement related thereto. Borrower understandsto equity ownership in the Company; however, acknowledges it does waive, release and agrees that the release set forth above may be pleaded forever discharge Claims existing 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 date you execute this Agreement pursuant to any such release. Borrower agrees that no fact, event, circumstance, evidence plan 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 set forth aboveagreement.

Appears in 8 contracts

Samples: Employment Agreement (Adagio Therapeutics, Inc.), Employment Agreement (Adagio Therapeutics, Inc.), Employment Agreement (Adagio Therapeutics, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, BorrowerBorrower and each Guarantor, on behalf of itself itself/himself and its its/his successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders Lender and all such other persons 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, Borrower and/or such Guarantor or any of its its/his 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, the Guaranty or any of the other Loan Documents or transactions transactions, course of performance or course of dealing thereunder or related thereto. ; provided, however, that nothing herein shall release Lender from its obligations to Borrower understands, acknowledges and agrees that under 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 terms of the provisions of such release. Borrower 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 set forth abovethis Amendment.

Appears in 8 contracts

Samples: Loan Agreement (Hudson Technologies Inc /Ny), Loan Agreement (Hudson Technologies Inc /Ny), Loan Agreement (Hudson Technologies Inc /Ny)

Release. In consideration (a) By its acceptance of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable considerationthis Letter Agreement, the receipt Company hereby covenants and sufficiency agrees that (1) neither the Company nor any of which are its subsidiaries or affiliates, and the Company agrees, to the maximum extent permitted by law, none of its affiliates, members, securityholders or representatives, has or shall have any right of recovery under or in connection with the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, and to the extent that it has or obtains any such right, it, to the maximum extent permitted by law, hereby acknowledged, Borrower, waives (on its own behalf and on behalf of itself each of the aforementioned persons) each and its successors, assignsevery such right against, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent the Investor, MergerCo, SibCo and each Lenderof the former, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorscurrent or future security holders, directors, officers, attorneys, employees, agents agents, affiliates, members, managers, general or limited partners or assignees and other representatives of the Investor and MergerCo (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Persons”), of from and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and with respect to any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and natureclaim, known or unknown, suspected now existing or unsuspectedhereafter arising, both at law and in equityconnection with any transaction contemplated by or otherwise relating to the Merger Agreement or the transactions contemplated thereby, which Borrowerwhether by or through attempted piercing of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf of MergerCo (or any other person) against any Released Person, or otherwise under any theory of law or equity (the “Released Claims”), other than claims against the Investor pursuant to this Letter Agreement for up to its Merger Agreement Obligations; and (2) recourse against the Investor under this Letter Agreement (and solely to the extent of the Investor’s Merger Agreement Obligations) shall be the sole and exclusive remedy of the Company and the Company agrees, to the maximum extent permitted by law, each of its successorsaffiliates and representatives, 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 Investor and each Released Person in respect of any circumstance, action, cause liabilities or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account ofobligations arising under, or in relation toconnection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto. The Company hereby covenants and agrees that, it shall not institute, directly or indirectly, and shall cause its Controlled Affiliates not to institute, and shall instruct its affiliates that are not Controlled Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, against any way Released Person except claims against the Investor (and solely to the extent of the Investor’s Merger Agreement Obligations) under this Letter Agreement. Notwithstanding the foregoing, in connection with the Loan pursuit by the Company of a claim under this Letter Agreement, or the Company may pursue a declaratory judgment claim against MergerCo, but solely to the extent necessary to demonstrate that MergerCo has failed to perform its obligations under the Merger Agreement; provided, that such claim by the Company does not seek any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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 remedy (including damages) against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower 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 set forth aboveMergerCo.

Appears in 7 contracts

Samples: Letter Agreement (Neubauer Joseph), Letter Agreement (Jp Morgan Partners Bhca Lp), Neubauer Joseph

Release. In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and the making of loans by or on behalf of Agent and Lenders to Borrowers pursuant to the Loan Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, each Borrower and Parent on behalf of itself and its successors, assigns, and other legal representatives, hereby fullyhereby, jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their respective successors and assigns (Agent, Lenders each Lender and all such other persons parties 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 (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, matured or unmatured, asserted or unasserted, fixed or contingent, foreseen or unforeseen and anticipated or unanticipated, which Borrowerany Borrower or Parent, or any of its successors, assigns, or other legal representatives and its successors and assigns 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, actionnature, cause or thing whatsoever which arises at any time on or prior to the day and date of this AmendmentAgreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, or any of as amended and supplemented through the date hereof, this Agreement and the other Loan Documents or transactions thereunder or related theretoFinancing Agreements. Each Borrower and Parent 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. Borrower 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 set forth above.

Appears in 7 contracts

Samples: Loan and Security Agreement (Pacific Ethanol, Inc.), Loan and Security Agreement (Pacific Ethanol, Inc.), Loan and Security Agreement (Pacific Ethanol, Inc.)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons 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 (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower or any of its respective 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that other than to 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 extent of those Claims which arise from the gross negligence or other proceeding which may be instituted, prosecuted or attempted in breach willful misconduct of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect applicable Releasee as determined in any manner the a final, absolute and unconditional nature non-appealable judgment by a court of the release set forth abovecompetent jurisdiction.

Appears in 7 contracts

Samples: Credit Agreement (Cobra Electronics Corp), Credit Agreement (Cobra Electronics Corp), Credit Agreement (Cobra Electronics Corp)

Release. In consideration Each of the agreements of Collateral Agent MF/Borrower Related Parties hereby acknowledges and each Lender contained herein confirms on its own behalf and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself its officers and directors, and its respective predecessors, successors, assigns, agents and other legal representatives, and any Person claiming by or through any of them (collectively, the “Releasors”), that (i) it does not have any grounds, and hereby fullyagrees not to challenge (or to allege or to pursue any matter, absolutelycause or claim arising under or with respect to), in any case based upon acts or omissions of the Lender, Agent or any other Indemnified Party occurring prior to the date hereof or facts otherwise known to it as of the date hereof, the effectiveness, genuineness, validity, collectability or enforceability of the Loan Documents and (ii) it does not possess, and hereby unconditionally and irrevocably forever waives, remises, releases, remises discharges and forever discharges Collateral Agent and holds harmless each Lender, Agent and its successors and assignsany other Indemnified Party, and its present and former shareholders, each of their respective affiliates, subsidiaries, divisions, predecessorsstockholders, directors, officers, employees, attorneys, employeesagents, agents representatives, heirs, executors, administrators, successors and other representatives assigns, each Person acting or purporting to act for them or on their behalf, and the successors and assigns of any such Persons (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeDesignated Parties”), of from and from all demandsagainst, actionsand agrees not to allege or pursue, causes any action, cause of action, suitssuit, covenantsdebt, contractsliability, controversiesloss, agreementsexpense, promisesclaim, sums counterclaim, cross-claim, demand, defense, offset, opposition, demand and other right of moneyaction whatsoever, 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, whether now known or unknown, suspected past or unsuspectedpresent, both at law and asserted or unasserted, contingent or liquidated, whether in equitylaw, equity or otherwise, which Borrower, or any of its successorsthe Releasors ever had, assignsnow have, or other legal representatives may now or hereafter ownhave, hold, have or claim to have against the Releasees or any of them forthe Designated Parties, upon, or by reason of any circumstance, actionmatter, cause or thing whatsoever which arises at any time whatsoever, with respect to events or omissions occurring or arising on or prior to the day date hereof and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with relating to the Loan AgreementDocuments, any transaction relating thereto, or any actions or omissions in connection therewith (collectively, the “Claims”). The foregoing release shall be construed in the broadest sense possible. The MF/Borrower Related Parties warrant and represent that they are the sole and lawful owners of all right, title, and interest in and to every Claim being released hereby and they have not assigned, pledged, hypothecated, or otherwise divested or encumbered all or any part of any Claim being released hereby. The MF/Borrower Related Parties hereby agree to indemnify, defend, and hold harmless any and all of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges Releasees from 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 Claims asserted against any Releasee based on, or arising in connection with, any such prior assignment or transfer, whether actual or purported. The MF/Borrower Related Parties hereby absolutely, unconditionally, and irrevocably agree never to commence, prosecute, cause to be commenced or prosecuted, voluntarily aid in any way, or foment any suit, action, suit or other proceeding which may be instituted(at law, prosecuted in equity, in any regulatory proceeding, or attempted in breach otherwise) or otherwise seek any recovery against any of the Releasees based on any of the Claims being released hereby. The MF/Borrower Related Parties hereby specifically warrant, represent, acknowledge, and agree that: (a) none of the provisions of this general release shall be construed as or constitute an admission of any liability on the part of any Releasee; and (b) the provisions of this general release shall constitute an absolute bar to any Claim of any kind, whether any such release. Borrower agrees that no factClaim is based on contract, eventtort, circumstancewarranty, evidence mistake, or transaction which could now be asserted any other theory, whether legal, statutory, or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveequitable.

Appears in 7 contracts

Samples: Loan and Security Agreement (Medallion Financial Corp), Loan and Security Agreement (Medallion Financial Corp), Loan and Security Agreement (Medallion Financial Corp)

Release. In consideration The Borrowers and each of the agreements Guarantors hereby acknowledges and confirms that (i) it does not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of Collateral Agent and each Lender contained herein and for other good and valuable considerationany of the Agents or Lenders occurring prior to the date hereof or facts otherwise known to it as of the date hereof, the receipt effectiveness, genuineness, validity, collectibility or enforceability of the Loan Agreement or any of the other Loan Documents, the Obligations, the Liens securing such Obligations, or any of the terms or conditions of any Loan Document (it being understood that such acknowledgement and sufficiency confirmation does not preclude the Borrowers or the Guarantors from challenging the Agents’ or any Bank’s interpretation of which are any term or provision of the Loan Agreement or other Loan Document) and (ii) it does not possess (and hereby acknowledgedforever waives, Borrowerremises, on behalf of itself releases, discharges and its successorsholds harmless the Agents, assignsthe Lenders, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, their respective affiliates, subsidiaries, divisions, predecessorsstockholders, directors, officers, employees, attorneys, employees, agents and other representatives and each of their respective heirs, executors, administrators, successors and assigns (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” Indemnified Parties”) from and individually as a “Releasee”)against, of and from all demandsagrees not to allege or pursue) any action, actions, causes cause of action, suitssuit, covenantsdebt, contractsclaim, controversiescounterclaim, agreementscross-claim, promisesdemand, sums defense, offset, opposition, demand and other right of moneyaction whatsoever, accountswhether in law, billsequity or otherwise (which it, reckoningsall those claiming by, damages and any and all other claimsthrough or under it, counterclaimsor its successors or assigns, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known have or unknown, suspected or unsuspected, both at law and in equity, which Borrowermay have) against the Indemnified Parties, or any of its successorsthem, 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 of, any circumstance, actionmatter, cause or thing whatsoever which arises at any time whatsoever, with respect to events or omissions occurring or arising on or prior to the day date hereof and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with relating to the Loan Agreement, Agreement or any of the other Loan Documents (including, without limitation, with respect to the payment, performance, validity or transactions thereunder or related thereto. Borrower 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 enforceability of the provisions Obligations, the Liens securing the Obligations or any or all of the terms or conditions of any Loan Document) or any transaction relating thereto; provided, however, that no Borrower nor Guarantor hereby releases or holds harmless any Indemnified Party for actions or omissions by any such Indemnified Party constituting, or losses or expenses directly resulting from, the gross negligence or willful misconduct of such release. Borrower 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 Indemnified Party as determined by a final judgment of the release set forth abovea court of competent jurisdiction.

Appears in 6 contracts

Samples: The Loan Agreement (Recoton Corp), The Pledge Agreement (Recoton Corp), The Loan Agreement (Recoton Corp)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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 (Collateral Agent, Lenders 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 Borrowerany Loan Party, 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 set forth above.

Appears in 6 contracts

Samples: Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement (Vapotherm Inc), Loan and Security Agreement (Vapotherm Inc)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower(a) Employee, on behalf of itself Employee and its successorsEmployee’s heirs, spouse, executors, administrators, successors and assigns, hereby voluntarily, unconditionally, irrevocably and other legal representatives, hereby fully, absolutely, unconditionally absolutely releases and irrevocably releases, remises and forever discharges Collateral Agent each member of the Company Group (defined below) and each Lenderof its predecessors, and its successors and assigns, and its each of their respective past, present and former shareholdersfuture employees, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersagents, owners, partners, members, equity holders, shareholders, representatives, attorneys, employeesinsurers and benefit plans (collectively, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from all claims, demands, actions, causes of action, suits, covenants, contracts, controversies, agreementsactions, promises, sums of money, accounts, bills, reckonings, damages and any and all other claimscrossclaims, counterclaims, defensesdemands, rights debts, compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, claims for costs and attorneys’ fees, losses or liabilities of set-off, demands any nature whatsoever in law and liabilities whatsoever of every name in equity and natureany other liabilities, known or unknown, suspected or unsuspectedunsuspected of any nature whatsoever (hereinafter, both at law and in equity, which Borrower, “Claims”) that Employee has 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 Released Parties from the beginning of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever time through the date upon which arises at any time on or prior to the day and date of Employee signs this AmendmentAgreement, including, without limitation, for or on account of, or in relation but not limited to, those Claims: (i) arising from or in any way in connection related to Employee’s employment or termination of employment with the Loan Agreement, or any of the other Loan Documents Released Parties; (ii) arising from or transactions thereunder in any way related to any agreement with any of the Released Parties, including under that certain Employment Agreement to which Employee is a party and pursuant to which this Agreement is being executed and delivered (the “Employment Agreement”); and/or (iii) arising from or in any way related thereto. Borrower understandsto awards, acknowledges and agrees policies, plans, programs or practices of any of the Released Parties that the release set forth above may be pleaded as a full and complete defense and apply to Employee or in which Employee may be used as a basis participate, in each case, including, but not limited to, (x) any Claims for an injunction against alleged violation of any actionfederal, suit state or other proceeding which may be institutedlocal laws or regulations, prosecuted to the extent permitted by applicable law, including, but not limited to, the Age Discrimination in Employment Act, California Civil Code and the California Fair Employment and Housing Act; (y) any Claims for negligent or attempted in intentional infliction of emotional distress, breach of contract, fraud or any other unlawful behavior; and (z) any Claims for wages, commissions, incentive pay, vacation, paid time off, expense reimbursements, severance pay and benefits, retention pay, benefits, notice pay, punitive damages, liquidated damages, penalties, attorneys’ fees, costs and/or expenses. As used herein, “Company Group” means, collectively, QuoteLab, LLC, a Delaware limited liability company (the provisions “Company”), and MediaAlpha, Inc., a Delaware corporation (“Parent”), and each of such release. Borrower 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 set forth aboveits subsidiaries.

Appears in 6 contracts

Samples: Employment Agreement (MediaAlpha, Inc.), Employment Agreement (MediaAlpha, Inc.), Employment Agreement (MediaAlpha, Inc.)

Release. In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall shall, to the fullest extent of the law, affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 6 contracts

Samples: Warrant Agreement (Tricida, Inc.), Loan and Security Agreement (Tricida, Inc.), Warrant Agreement (Tricida, Inc.)

Release. In consideration (a) By its acceptance of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable considerationthis Limited Guarantee, the receipt Company hereby covenants and sufficiency agrees that (1) neither the Company nor any of which are its subsidiaries or affiliates, and the Company agrees, to the maximum extent permitted by law, none of its affiliates, members, securityholders or representatives, has or shall have any right of recovery under or in connection with the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, and to the extent that it has or obtains any such right, it, to the maximum extent permitted by law, hereby acknowledged, Borrower, waives (on its own behalf and on behalf of itself each of the aforementioned persons) each and its successors, assignsevery such right against, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent the Limited Guarantor, Merger Sub, Parent and each Lenderof the former, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorscurrent or future security holders, directors, officers, attorneys, employees, agents agents, affiliates, members, managers, general or limited partners or assignees and other representatives of the Limited Guarantor and Merger Sub (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Persons”), of from and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and with respect to any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and natureclaim, known or unknown, suspected now existing or unsuspectedhereafter arising, both at law and in equityconnection with any transaction contemplated by or otherwise relating to the Merger Agreement or the transactions contemplated thereby, which Borrowerwhether by or through attempted piercing of the corporate, partnership or limited liability company veil, by or through a claim by or on behalf of Merger Sub (or any other person) against any Released Person, or otherwise under any theory of law or equity (the “Released Claims”), other than claims against the Limited Guarantor pursuant to this Limited Guarantee for up to its Obligations; and (2) recourse against the Limited Guarantor under this Limited Guarantee (and solely to the extent of the Limited Guarantor’s Obligations) shall be the sole and exclusive remedy of the Company and the Company agrees, to the maximum extent permitted by law, each of its successorsaffiliates and representatives, 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 Limited Guarantor and each Released Person in respect of any circumstance, action, cause liabilities or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account ofobligations arising under, or in relation toconnection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto. The Company hereby covenants and agrees that, it shall not institute, directly or indirectly, and shall cause its Controlled Affiliates not to institute, and shall instruct its affiliates that are not Controlled Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, against any way Released Person except claims against the Limited Guarantor (and solely to the extent of the Limited Guarantor’s Obligations) under this Limited Guarantee. Notwithstanding the foregoing, in connection with the Loan pursuit by the Company of a claim under this Limited Guarantee, the Company may pursue a declaratory judgment claim against Merger Sub, but solely to the extent necessary to demonstrate that Merger Sub has failed to perform its obligations under the Merger Agreement; provided, or that such claim by the Company does not seek any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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 remedy (including damages) against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower 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 set forth aboveMerger Sub.

Appears in 5 contracts

Samples: Weston Presidio v Lp, Leever Daniel H, Court Square Capital Partners II LP

Release. In consideration (a) Effective on the date hereof, each of the agreements of Collateral Agent Borrower and, for itself 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 representativesofficers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through such Person, hereby fullywaives, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent Lender, each of its Affiliates, and each Lenderof their respective successors in title, and its successors and assignspast, and its present and former shareholdersfuture officers, affiliatesdirectors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, divisionsshareholders, predecessors, directors, officers, attorneys, employeestrustees, agents and other representatives (Agent, Lenders professionals and all such other persons being hereinafter referred and entities to collectively as whom Lender would be liable if such persons or entities were found to be liable to Borrower (each a “Releasee” and collectively, the “Releasees” and individually as a “Releasee”), of from any and from all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, actionsobligations, liabilities, causes of action, suitsdamages, covenantslosses, contractscosts and expenses of any kind or character, controversieswhether based in equity, agreementslaw, promisescontract, sums of moneytort, accountsimplied or express warranty, billsstrict liability, reckoningscriminal or civil statute or common law (each a “Claim” and collectively, damages and any and all other claimsthe “Claims”), counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, both at law and in equitywhich Borrower ever had from the beginning of the world, which Borrowernow has, or any of its successors, assigns, or other legal representatives may now or might hereafter own, hold, have or claim to have against the Releasees any such Releasee which relates, directly or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior indirectly to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, any other Loan Document, or to any acts or omissions of any such Releasee with respect to the Loan Agreement or any of the other Loan Documents Document, or transactions thereunder or related thereto. Borrower understandsto the lender-borrower relationship evidenced by the Loan Documents, acknowledges except for the duties and agrees that the release obligations set forth above may be pleaded as a full in this Amendment. As to each and complete defense every claim released hereunder, Borrower hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and may be used as a basis for an injunction against any actionhaving been so advised, suit or other proceeding which may be instituted, prosecuted or attempted in breach specifically waives the benefit of the provisions of such release. Borrower 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 Section 1542 of the release set forth aboveCivil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Appears in 5 contracts

Samples: Loan and Security Agreement (Freshpet, Inc.), Loan and Security Agreement (Freshpet, Inc.), Loan and Security Agreement And (Freshpet, Inc.)

Release. In consideration of the agreements of Collateral the Administrative Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (each Loan Party and all such other Persons being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral the Administrative Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, consultants, advisors, employees, agents and other representatives (Agent, Lenders the Administrative Agent and each other Lender and all such other persons 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 (individually, a “Claim” and collectively, “Claims”) 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 Releasor 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way related to or in connection with the Loan Existing Credit Agreement, Amended Credit Agreement or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth above.

Appears in 5 contracts

Samples: Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.)

Release. In consideration of order to induce the agreements of Collateral Administrative Agent and each Lender contained herein and for other good and valuable considerationthe Lenders to enter into this Amendment, the receipt Borrower acknowledges and sufficiency agrees that: (i) the Borrower does not have any claim or cause of which are hereby acknowledged, Borrower, on behalf action against the Administrative Agent or any Lender (or any of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, their respective directors, officers, attorneysemployees or agent); (ii) the Borrower does not have any offset right, employeescounterclaim, agents right of recoupment or any defense of any kind against the Borrower’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and other representatives (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s and the Lenders’ rights, Lenders interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all such liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to the Borrower, except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other persons being hereinafter referred to collectively as the “Releasees” Loan Documents, and individually as a “Releasee”)(B) all claims, of and from all demands, actionsoffsets, causes of action, suitsright of recoupment, covenantssuits or defenses of any kind whatsoever (if any), contractswhether arising at law or in equity, 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, whether known or unknown, suspected or unsuspectedwhich the Borrower might otherwise have against the Administrative Agent, both at law and in equity, which Borrower, any Lender or any of its successorstheir respective directors, assignsofficers, employees or other legal representatives may now agents, in either case (A) or hereafter own(B), hold, have or claim to have against the Releasees or any of them for, upon, or by reason on account of any circumstancepast or presently existing condition, actionact, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower agrees that no factomission, event, circumstancecontract, evidence liability, obligation, indebtedness, claim, cause of action, defense, circumstance or transaction which could now be asserted or which may hereafter be discovered shall affect in matter of any manner the final, absolute and unconditional nature of the release set forth abovekind.

Appears in 5 contracts

Samples: Credit Agreement (Switch & Data, Inc.), And Restated Credit Agreement (Switch & Data, Inc.), Credit Agreement (Switch & Data Facilities Company, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower(a) Each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral the Administrative Agent and each LenderLenders, in their respective capacities as Administrative Agent and Lenders under the Credit Agreement, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Administrative Agent, Lenders each Lender and all such other persons 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-set off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, such Loan Party 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 on or prior to the day and date of that this AmendmentAmendment is executed by all parties, including, without limitation, in each case solely for or on account of, of or in relation to, or in any way in connection with relating to the Loan Credit Agreement, or any of the other Loan Documents or the transactions thereunder or related thereto. , but not including any Claims based on (i) any unfulfilled Borrowing request that remains outstanding as of the date of this Amendment and for which a request for Borrowing has been properly given by Borrower understandsRepresentative under the Credit Agreement but not yet funded by Lenders, 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 actionor (ii) checks, suit wire transfers or other proceeding matters which may be instituted, prosecuted or attempted in breach of are ancillary to the provisions of such release. Borrower 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 credit transactions contemplated by the final, absolute and unconditional nature of the release set forth aboveCredit Agreement.

Appears in 5 contracts

Samples: Credit Agreement (Centerplate, Inc.), Credit Agreement (Centerplate, Inc.), Credit Agreement (Centerplate, Inc.)

Release. a. In consideration of the agreements of Collateral Agent amounts to be paid by the Company pursuant to the Employment Agreement entered into on March 2, 2022, by and each Lender contained herein between the Company and for other good and valuable considerationExecutive (the “Employment Agreement”), the receipt and sufficiency of which are hereby acknowledged, BorrowerExecutive, on behalf of itself himself and its successorson behalf of his spouse, assignscivil union or domestic partner, and other legal dependents, heirs, executors, devisees, personal representatives, hereby fullyadministrators, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors agents and assigns, irrevocably and unconditionally forever waives, releases, gives up and discharges the Company, its parent, affiliated and related companies (including but not limited to OptiNose, Inc.), all of its and their employee benefit plans and trustees, fiduciaries, administrators, sponsors and parties-in-interest of those plans, all of its and their past and present and former shareholdersemployees, affiliates, subsidiaries, divisions, predecessorsmanagers, directors, officers, administrators, shareholders, members, investors, agents, attorneys, employeesinsurers, agents re-insurers and other representatives contractors acting in any capacity whatsoever (Agentwhether individually or in an official capacity on behalf of the Company), Lenders and all such other persons being hereinafter referred to collectively as of its and their respective predecessors, heirs, personal representatives, successors and assigns (collectively, the “Releasees” and individually as a “ReleaseeReleased Parties”), of from any and from all debts, demands, actions, causes of action, suitsaccounts, covenants, contracts, controversiesagreements, agreementsclaims, damages, omissions, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands claims and liabilities whatsoever whatsoever, of every name and nature, known or unknown, suspected or unsuspected, accrued or unaccrued, liquidated or contingent, asserted or unasserted, both at in law and in equityequity (“Claims”), which BorrowerExecutive ever had, now has, 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 Released Parties by reason of any circumstancematter or cause whatsoever based on, actionrelated to, cause or thing whatsoever arising from any event that occurred before the date Executive signs this Agreement and based upon, related to or arising out of or in any way concerning Executive’s employment with the Company, the terms, conditions or privileges of Executive’s employment with the Company, Executive’s separation from employment with the Company, and any and all violations and/or alleged violations of federal, state or local human rights laws, fair employment practices and/or other laws by any of the Released Parties for any reason and under any legal theory including, but not limited to, those arising or which arises at may be arising under, as applicable, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”), the Older Worker Benefit Protection Act (“OWBPA”), the Employee Retirement Income Security Act of 1974 (“ERISA”), the Employee Polygraph Protection Act, the Worker Adjustment and Retraining Notification Act (“WARN”), the Family and Medical Leave Act (“FMLA”), the Coronavirus Aid, Relief and Economic Security Act (“CARES”), the Families First Coronavirus Relief Act (“FFCRA”), the American Rescue Plan Act, the Fair Labor Standards Act (“FLSA”), the Equal Pay Act of 1963 (“EPA”), the Xxxxx Xxxxxxxxx Fair Pay Act of 2010 (“Fair Pay Act”), the Genetic Information Nondiscrimination Act of 2008 (“XXXX”), the Rehabilitation Act, the Employee Polygraph Protection Act, the Electronic Communication Privacy Act, the Computer Fraud & Abuse Act, the Health Insurance Portability & Accountability Act (“HIPAA”), the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Occupational Safety and Health Act (“OSHA”), the Xxxxxxxx-Xxxxx Act of 2002, the Fair Credit Reporting Act (“FCRA”), the National Labor Relations Act (“NLRA”), the Labor Management Relations Act (“LMRA”), the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”), the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988), the Pennsylvania Wage Payment & Collection Law, the Pennsylvania Human Relations Act, the Pennsylvania Labor Relations Act, the Pennsylvania Equal Pay Law, the Pennsylvania Minimum Wage Act, the Pennsylvania Workers’ Compensation Act, any time on personal gain with respect to any claim arising under the Federal False Claims Act, or prior to any other federal, state or local laws, statutes, regulations, rules, ordinances, or orders, each as amended, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the day Released Parties and date of this Amendment, includingExecutive and shall further apply, without limitation, to any and all Claims for breach of implied or on account ofexpress contract, or in relation tobreach of promise, or in any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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 covenant of such release. Borrower agrees that no factgood faith and fair dealing, eventmisrepresentation, circumstancetortious interference with contract, evidence civil conspiracy, negligence, fraud, estoppel, defamation, libel, misrepresentation, intentional infliction of emotional distress, violation of public policy, invasion of privacy, wrongful, retaliatory or transaction which could now be asserted constructive discharge, assault, battery, false imprisonment, negligence, and all other claims or which may hereafter be discovered shall affect in torts, including any manner whistleblower claims, arising under any federal, state, or local law, regulation, ordinance or judicial decision, or under the final, absolute United States and unconditional nature of Pennsylvania Constitutions (the release set forth above“General Release”).

Appears in 5 contracts

Samples: Employment Agreement (OptiNose, Inc.), Employment Agreement (OptiNose, Inc.), Employment Agreement (OptiNose, Inc.)

Release. In consideration of the agreements of Collateral Agent Administrative Agent’s and the Lenders’ entering into this Amendment, each Lender contained herein Borrower hereby fully 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 fully, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral each of the Administrative Agent and each Lenderthe Lenders, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, employeesagents, agents representatives, successors and other representatives (Agent, Lenders assigns and all such other persons being hereinafter referred to collectively as persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from any and all demandsclaims, actionsallegations, 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, costs or demands and liabilities whatsoever liabilities, of every name and whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, both at law and in equityanticipated or unanticipated, which Borrowerany Borrower or any Subsidiary has, had, claims to have or to have had or hereafter claims to have or have had against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of its successorsthem, 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 on or occurring prior to the day date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of this Amendmentthe Credit Agreement (collectively, including, without limitation, for all of the foregoing are the “Claims”). Each Borrower represents and warrants that it has no knowledge of any claim by it or by any Subsidiary against the Released Parties or of any facts or acts or omissions of the Released Parties which on account of, the date hereof would be the basis of a Claim by it or in relation to, or in by any way in connection with the Loan Agreement, Subsidiary or any of the other Loan Documents or transactions thereunder or related thereto. Party against the Released Parties which is not released hereby, and each Borrower understands, acknowledges represents and agrees warrants that the release set forth above may be pleaded as foregoing constitutes a full and complete defense release of all Claims by or on behalf of each Borrower and may be used as any Subsidiary. The inclusion of a basis release provision in this Amendment shall not give rise to any inference that but 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. Borrower 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 set forth aboveClaim otherwise would exist.

Appears in 5 contracts

Samples: Credit Agreement (Famous Daves of America Inc), Credit Agreement (Famous Daves of America Inc), Credit Agreement (Famous Daves of America Inc)

Release. In As additional consideration for the execution, delivery and performance of this Amendment by the agreements of parties hereto and to induce the Administrative Agent, the Collateral Agent and each Lender contained herein and for other good and valuable considerationthe Lenders to enter into this Amendment, the receipt Borrower warrants and sufficiency represents to the Administrative Agent, the Collateral Agent and the Lenders that to the best of which are its knowledge no facts, events, statuses or conditions exist or have existed which, either now or with the passage of time or giving of notice, or both, constitute or will constitute a basis for any claim or cause of action against the Administrative Agent, the Collateral Agent or any Lender or any defense to (i) the payment of Obligations under the Revolver Notes and/or the Loan Documents, or (ii) the performance of any of its obligations with respect to the Revolver Notes and/or the Loan Documents. In the event any such facts, events, statuses or conditions exist or have existed, Borrower unconditionally and irrevocably hereby acknowledgedRELEASES, BorrowerRELINQUISHES and forever DISCHARGES Administrative Agent, on behalf of itself the Collateral Agent and its the Lenders, as well as their predecessors, successors, assigns, and other legal representativesagents, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersshareholders, attorneys, employees, agents employees and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)representatives, 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, counterclaimsdemands, defensesactions and causes of action of any and every kind or character, rights of set-off, demands and liabilities whatsoever of every name and nature, known past or unknown, suspected or unsuspected, both at law and in equitypresent, which Borrower, or Borrower may have against any of its them or their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives arising out of or other legal representatives may now with respect to (a) any right or hereafter ownpower to bring any claim for usury or to pursue any cause of action based on any claim of usury, hold, have or claim and (b) any and all transactions relating 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 on or Loan Documents occurring prior to the day and date hereof, including any loss, cost or damage, of this Amendmentany kind or character, including, without limitation, for or on account of, or in relation to, arising out of or in any way connected with or in connection with any way resulting from the Loan Agreementacts, actions or omissions of any of the other Loan Documents or transactions thereunder or related thereto. Borrower understandsthem, acknowledges and agrees that the release set forth above may be pleaded as a full their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and complete defense and may be used as a basis for an injunction against representatives, including any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander or conspiracy, but in each case only to the provisions of such release. Borrower 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 set forth aboveextent permitted by applicable Law.

Appears in 5 contracts

Samples: Credit Agreement (Allis Chalmers Energy Inc.), Credit Agreement (Allis Chalmers Energy Inc.), Credit Agreement (Allis Chalmers Energy Inc.)

Release. In consideration (a) As of the agreements date hereof, each of the Borrowers and the Company, for themselves and their successors and assigns (collectively, the "Borrower Parties") hereby fully and forever releases, discharges and acquits each of the Lenders, the Collateral Agent and each Lender contained herein their parent, subsidiary, affiliate and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assignspredecessor corporations, and other their respective past and present officers, directors, shareholders, partners, attorneys, legal representatives, hereby fullyagents and employees, absolutelyand their successors, unconditionally heirs and irrevocably releases, remises and forever discharges Collateral Agent assigns 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, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)of them, of and from and against any and all claims, demands, actionsobligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, billscompensation, reckoningscontracts, damages controversies, promises, damages, costs, losses and any and all other claimsremedies therefor, counterclaims, defenseschoses in action, rights of set-offindemnity or liability of any type, demands kind, nature, description or character whatsoever, and liabilities whatsoever irrespective of every name and naturehow, why or by reason of what facts, whether liquidated or unliquidated, known or unknown, suspected or unsuspectedto any of the Borrowers (collectively, both at law and in equity"Claims"), which Borrower, or any of its successors, assigns, or other legal representatives such Borrower Parties may now or hereafter own, hold, have or claim to have against the Releasees or any of them forsaid persons, uponfirms or entities, or by reason of, arising out of or based upon conduct, events or occurrences on or before the date hereof relating to: (i) any of the Loans or the Loan Documents; (ii) the review, approval or disapproval of any circumstanceand all documents, actioninstruments, cause projections, advances, estimates, plans, specifications, drawings and all other items submitted to any of the Lenders or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way Collateral Agent in connection with the Loans or the Loan Documents; (iii) the disbursements of funds under the Loan Documents; (iv) the amendment or modification of the Loan Agreement made pursuant to this Amendment; (v) any Lender's or Collateral Agent's acts, statements, conduct, representations and omissions made in connection with the Loans or Loan Documents and any amendment or modification relating thereto; or (vi) any fact, matter, transaction or event relating as of the date hereof, provided that nothing contained herein shall be deemed a release of any Lender's or Collateral Agent's obligations under this Amendment or (to the extent first arising and accruing after the date hereof) the Loan Agreement, as modified, or (to the extent first arising and accruing after the date hereof) a release of any of Lender's or Collateral Agent's obligations under the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that the release as expressly 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. Borrower 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 set forth abovetherein.

Appears in 5 contracts

Samples: Loan and Security Agreement (Sun Healthcare Group Inc), Loan and Security Agreement (Sun Healthcare Group Inc), Loan and Security Agreement (Sun Healthcare Group Inc)

Release. In consideration of the agreements of Collateral Administrative Agent and each Lender the Lenders 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, assigns and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Administrative Agent and each Lender, and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Administrative Agent, Lenders 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, 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, Borrower or any of its successors, assigns, 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, upon or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Agreement or any of the other Loan Documents or transactions thereunder or related theretothereto (collectively, the “Released Claims”). Borrower understands, acknowledges and agrees that the release set forth above (the “Release”) 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 releasethe Release. Borrower 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 set forth aboveRelease. Borrower acknowledges that the Release constitutes a material inducement to Administrative Agent and the Lenders to enter into this Amendment and that Administrative Agent and the Lenders would not have done so but for Administrative Agent’s and each Lender’s expectation that the Release is valid and enforceable in all events.

Appears in 5 contracts

Samples: Term Loan Agreement (T2 Biosystems, Inc.), Term Loan Agreement (T2 Biosystems, Inc.), Term Loan Agreement (T2 Biosystems, Inc.)

Release. In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan and Security Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth above.

Appears in 5 contracts

Samples: Loan and Security Agreement (Apollo Endosurgery, Inc.), Loan and Security Agreement (Rubius Therapeutics, Inc.), Loan and Security Agreement (Alimera Sciences Inc)

Release. Borrower may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Loan Agreement or the other Loan Documents. Bank and Borrower desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus Borrower makes the releases contained in this Section 10. In consideration of the agreements of Collateral Agent Bank entering into this Amendment, Borrower hereby fully 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 fully, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent and each Lender, Bank and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, employees, subsidiaries, branches, affiliates, attorneys, employeesagents, agents representatives, successors and other representatives (Agent, Lenders assigns and all such other persons being hereinafter referred to collectively as persons, firms, corporations and organizations acting on any of their behalf (collectively, the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from any and all demandsclaims, actionsallegations, 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, costs or demands and liabilities whatsoever liabilities, of every name and whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, both at law and in equityanticipated or unanticipated, which BorrowerBorrower has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of its successorsthem, 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 on or occurring prior to the day date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of this Amendmentthe Loans, includingthe Obligations, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Agreement or any of the other Loan Documents or transactions thereunder or related thereto(collectively, all of the foregoing, the “Claims”). Borrower understands, acknowledges represents and agrees warrants that it has no knowledge of any claim by it against the Released Parties or of any facts or acts of omission of the Released Parties which on the date hereof would be the basis of a claim by Borrower against the Released Parties which is not released hereby. Borrower represents and warrants that the release set forth above may be pleaded as foregoing constitutes 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 release of the provisions of such release. Borrower 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 set forth aboveall Claims.

Appears in 5 contracts

Samples: Loan and Security Agreement (Rosetta Stone Inc), Loan and Security Agreement (Rosetta Stone Inc), Loan and Security Agreement (Rosetta Stone Inc)

Release. In For and in consideration of the agreements of Collateral Agent any Loan and each Lender contained herein and for advance or other good and valuable considerationfinancial accommodation hereunder, the receipt and sufficiency of which are hereby acknowledged, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, assignsand assigns (collectively the “Releasing Parties”) does hereby fully and completely release, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises acquit and forever discharges Collateral Agent discharge the Administrative Agent, Issuing Lender and each Lender, and its successors and each of their respective successors, assigns, and its present and former shareholdersheirs, affiliates, subsidiaries, divisionsparent companies, predecessorsprincipals, directors, officers, attorneys, employees, shareholders and agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as called the “Releasees” Lender Parties”), and individually as a any other person, firm, business, corporation, insurer, or association which may be responsible or liable for the acts or omissions of the Lender Parties, or who may be liable for the injury or damage resulting therefrom (collectively the ReleaseeReleased Parties”), of and from any and all demands, actions, causes of action, suits, covenantsdebts, contractsdisputes, controversiesdamages, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaimsobligations, defensesliabilities, rights of set-offcosts, demands and liabilities whatsoever of every name and natureexpenses, 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 on or prior to the day and date of this Amendment, fees (including, without limitation, for or on account ofreasonable attorneys’ fees) and demands of any kind whatsoever, at law or in relation toequity, whether matured or in unmatured, liquidated or unliquidated, vested or contingent, xxxxxx or inchoate, known or unknown that the Releasing Parties (or any way in connection with of them) have or may have, against the Loan Released Parties or any of them (whether directly or indirectly) relating to events occurring on or before the date of this Agreement, other than any claim as to which a final determination is made in a judicial proceeding (in which the Administrative Agent and Lenders or any of the other Released Parties have had an opportunity to be heard) which determination includes a specific finding that one of the Released Parties acted in a grossly negligent manner, illegal manner or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by the Lenders in agreeing to make the Loans and in making each advance of Loan Documents or transactions thereunder or related theretoproceeds hereunder. Borrower 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. To the furthest extent permitted by law, Borrower agrees hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that no fact, event, circumstance, evidence or transaction which could now be asserted or which it respectively may hereafter be discovered shall affect in have as against any manner the final, absolute and unconditional nature of the Lender Parties or any other Released Parties under any law, rule or regulation of any jurisdiction that would or could have the effect of limiting the extent to which a general release set forth aboveextends to claims which any of the Releasing Parties does not know or suspect to exist as of the date hereof.

Appears in 5 contracts

Samples: Revolving Loan and Security Agreement (Diversicare Healthcare Services, Inc.), Revolving Loan and Security Agreement (Diversicare Healthcare Services, Inc.), Revolving Loan and Security Agreement (Diversicare Healthcare Services, Inc.)

Release. In consideration The Borrower hereby acknowledges and agrees that: (a) neither it nor any of its Affiliates has any claim or cause of action against the agreements Administrative Agent, the Collateral Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) under the Credit Agreement and the other Loan Documents (and each other document entered into in connection therewith) and the transactions contemplated thereby, and (b) the Administrative Agent, the Collateral Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Obligors and their Affiliates under the Credit Agreement and the other Loan Documents (and each other document entered into in connection therewith) that are required to have been performed on or prior to the date hereof. Accordingly, for and in consideration of the agreements contained herein in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of Borrower (for itself and its Affiliates and the successors, assigns, heirs and other legal representativesrepresentatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, absolutelyfinally, unconditionally and irrevocably releases, remises release and forever discharges discharge the Administrative Agent, the Collateral Agent Agent, each Lender and each Lenderof their respective Affiliates, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersemployees, attorneys, employeesconsultants and agents (collectively, agents and other representatives (Agent, Lenders the “Released Parties”) from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)debts, of and from all claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, suitsin each case, 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, whether known or unknown, suspected contingent or unsuspectedfixed, both at direct or indirect, and of whatever nature or description, and whether in law and or in equity, under contract, tort, statute or otherwise, which Borrower, any Releasor has heretofore had or any of its successors, assigns, or other legal representatives may now or hereafter owncan, hold, have shall or claim to may have against the Releasees or any of them for, upon, or Released Party by reason of any circumstanceact, action, cause omission or thing whatsoever which arises at any time done or omitted to be done on or prior to the day and date of hereof directly arising out of, connected with or related to this Amendment, including, without limitation, for the Credit Agreement or on account of, any other Loan Document (or in relation to, or in any way other document entered into in connection with the Loan Agreementtherewith), or any act, event or transaction related or attendant thereto, or the agreements of the other Loan Documents Administrative Agent, the Collateral Agent or transactions thereunder any Lender contained therein, or related thereto. Borrower understandsthe possession, acknowledges and agrees that use, operation or control of any of 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 assets of the Borrower, or the making of any action, suit Loans or other proceeding which may be institutedadvances, prosecuted or attempted in breach of the provisions management of such release. Borrower agrees that no fact, event, circumstance, evidence Loans or transaction which could now be asserted advances or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveCollateral.

Appears in 4 contracts

Samples: Secured Revolving Credit Agreement (Capitala Finance Corp.), Senior Secured Revolving Credit Agreement (Capitala Finance Corp.), Secured Revolving Credit Agreement (Capitala Finance Corp.)

Release. In consideration of the agreements of Collateral 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 Collateral 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, Lenders 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 on or prior to the day and date execution of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Appears in 4 contracts

Samples: Loan and Security Agreement (Verastem, Inc.), Loan and Security Agreement (Paratek Pharmaceuticals, Inc.), Loan and Security Agreement (Aveo Pharmaceuticals, Inc.)

Release. In consideration As of the agreements date hereof and as of Collateral Agent and the Effective Date, each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of for itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assignsassigns and for Guarantor (collectively, the “Borrower Parties”) hereby fully and forever releases, discharges and acquits Lender and its parent, subsidiary, affiliate and predecessor corporations, and its their respective past and present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersshareholders, partners, attorneys, employeeslegal representatives, agents and other representatives (Agentemployees, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” their successors, heirs and individually as a “Releasee”)assigns and each of them, of and from and against any and all claims, demands, actionsobligations, duties, liabilities, damages, expenses, indebtedness, debts, breaches of contract, duty or relationship, acts, omissions, misfeasance, malfeasance, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, billscompensation, reckoningscontracts, damages controversies, promises, damages, costs, losses and any and all other claimsremedies therefor, counterclaims, defenseschooses in action, rights of set-offindemnity or liability of any type, demands and liabilities whatsoever of every name and kind, nature, description or character whatsoever, and irrespective of how, why or by reason of what facts, whether known or unknown, suspected whether liquidated or unsuspectedunliquidated (collectively, both at law and in equity, “Claims”) which Borrowerany of such Borrower Parties may now have, or heretofore have had against any of its successorssaid persons, assignsfirms or entities, 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, arising out of or based upon conduct, events or occurrences on or before the Recordation relating to: (i) the Loan or the Property; (ii) the review, approval or disapproval of any circumstanceand all documents, actioninstruments, cause or thing whatsoever which arises at any time on or prior projections, estimates, plans, specifications, drawings and all other items submitted to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way Lender in connection with the Loan Agreement, or any the Property; (iii) the disbursements of funds under the Loan; (iv) the amendment or modification of the other Loan Documents made pursuant to this Agreement; (v) Lender’s acts, statements, conduct, representations and omissions made in connection with the Loan and any amendment or transactions thereunder modification relating thereto; or related thereto. Borrower 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 (vi) any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no fact, eventmatter, circumstancetransaction or event relating thereto, evidence whether known or transaction which could now unknown; provided that, nothing contained herein shall be asserted deemed a release of Lender’s obligations under this Agreement or which may hereafter be discovered shall affect in any manner (to the finalextent first arising and accruing after the Closing) the Existing Loan Documents, absolute and unconditional nature of the release set forth aboveas modified.

Appears in 4 contracts

Samples: Loan Modification Agreement (Reven Housing REIT, Inc.), Memorandum of Loan Modification Agreement (Reven Housing REIT, Inc.), Loan Modification Agreement (Reven Housing REIT, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BorrowerBorrower and Parent, each on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 BorrowerBorrower and Parent, or any of its their 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with with, the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understandsand Parent understand, acknowledges acknowledge and agrees agree 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. Borrower agrees and Parent agree 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 set forth above.

Appears in 4 contracts

Samples: Credit Agreement (RedHill Biopharma Ltd.), Credit Agreement (RedHill Biopharma Ltd.), Credit Agreement (RedHill Biopharma Ltd.)

Release. In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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 (Collateral Agent, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 set forth above.

Appears in 4 contracts

Samples: Loan and Security Agreement (Ardelyx, Inc.), Loan and Security Agreement (Ardelyx, Inc.), Loan and Security Agreement (Tetraphase Pharmaceuticals Inc)

Release. In MSG agrees that for itself and for its predecessors, Subsidiaries (including for this purpose any Subsidiary of MSG that is also a Subsidiary of Cablevision), departments, divisions and sections and for their successors, Affiliates (including for this purpose any Subsidiary of MSG that is also a Subsidiary of Cablevision), heirs, assigns, executors, administrators, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each a “Releasor” and collectively, the “Releasors”), in consideration of the agreements making by Cablevision of Collateral Agent the Transfers, release, waive 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 forever discharge Cablevision and its predecessors, Subsidiaries, departments, divisions, sections, successors, Affiliates, heirs, assigns, and other legal representativesexecutors, hereby fullyadministrators, absolutelypartners, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officers, attorneysshareholders, employees, attorneys and agents (individually, each a “Releasee” and other representatives (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees”) from, and individually as a “Releasee”)shall, of in addition to other obligations under Article III, indemnify and from hold harmless all demandssuch persons against and from, 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 Liabilities of every name and nature, in law or equity, known or unknown, suspected or unsuspectedwhich against any Releasee, both at law and in equitya Releasor ever had, which Borrower, or any of its successors, assigns, or other legal representatives may now has or hereafter owncan, holdshall or may have by reason of any matter, have act, omission, conduct, transaction or claim occurrence from the beginning of the world up to have against and including the Releasees or any of them Distribution Date for, upon, or by reason of, asserted in or arising out of, or related to: • The management of any circumstancethe business and affairs of MSG (and its predecessors, action, cause or thing whatsoever which arises at any time subsidiaries and Affiliates) and the MSG Business on or prior to the day and date Distribution Date; • The terms of this AmendmentAgreement, includingthe Ancillary Agreements, without limitationthe Distribution, for the Certificate of Incorporation or on account of, or in relation to, or in any way in connection with the Loan AgreementBy-Laws of MSG; and • Any other decision that may have been made, or any of action taken, relating to MSG (and its predecessors, subsidiaries and Affiliates) or the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth aboveDistribution.

Appears in 4 contracts

Samples: Distribution Agreement (Madison Square Garden, Inc.), Distribution Agreement (Cablevision Systems Corp /Ny), Distribution Agreement (Madison Square Garden, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 any 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Each Borrower 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 waives the provisions of such release. Borrower agrees that no factCalifornia Civil Code section 1542, 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 set forth above.states:

Appears in 4 contracts

Samples: Loan and Security Agreement (BridgeBio Pharma, Inc.), Loan and Security Agreement (BridgeBio Pharma, Inc.), Loan and Security Agreement (RumbleON, Inc.)

Release. In consideration Each of the agreements of Collateral Agent MF/Borrower Related Parties hereby acknowledges and each Lender contained herein confirms on its own behalf and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself its officers and directors, and its respective predecessors, successors, assigns, agents and other legal representatives, and any Person claiming by or through any of them (collectively, the “Releasors”), that (i) it does not have any grounds, and hereby fullyagrees not to challenge (or to allege or to pursue any matter, absolutelycause or claim arising under or with respect to), in any case based upon acts or omissions of any Lender, Agent or any other Indemnified Party occurring prior to the date hereof or facts otherwise known to it as of the date hereof, the effectiveness, genuineness, validity, collectability or enforceability of the Loan Documents and (ii) it does not possess, and hereby unconditionally and irrevocably forever waives, remises, releases, remises discharges and forever discharges Collateral Agent and holds harmless each Lender, Agent and its successors and assignsany other Indemnified Party, and its present and former shareholders, each of their respective affiliates, subsidiaries, divisions, predecessorsstockholders, directors, officers, employees, attorneys, employeesagents, agents representatives, heirs, executors, administrators, successors and other representatives assigns, each Person acting or purporting to act for them or on their behalf, and the successors and assigns of any such Persons (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeDesignated Parties”), of from and from all demandsagainst, actionsand agrees not to allege or pursue, causes any action, cause of action, suitssuit, covenantsdebt, contractsliability, controversiesloss, agreementsexpense, promisesclaim, sums counterclaim, cross-claim, demand, defense, offset, opposition, demand and other right of moneyaction whatsoever, 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, whether now known or unknown, suspected past or unsuspectedpresent, both at law and asserted or unasserted, contingent or liquidated, whether in equitylaw, equity or otherwise, which Borrower, or any of its successorsthe Releasors ever had, assignsnow have, or other legal representatives may now or hereafter ownhave, hold, have or claim to have against the Releasees or any of them forthe Designated Parties, upon, or by reason of any circumstance, actionmatter, cause or thing whatsoever which arises at any time whatsoever, with respect to events or omissions occurring or arising on or prior to the day date hereof and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with relating to the Loan AgreementDocuments, any transaction relating thereto, or any actions or omissions in connection therewith (collectively, the “Claims”). The foregoing release shall be construed in the broadest sense possible. The MF/Borrower Related Parties warrant and represent that they are the sole and lawful owners of all right, title, and interest in and to every Claim being released hereby and they have not assigned, pledged, hypothecated, or otherwise divested or encumbered all or any part of any Claim being released hereby. The MF/Borrower Related Parties hereby agree to indemnify, defend, and hold harmless any and all of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges Releasees from 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 Claims asserted against any Releasee based on, or arising in connection with, any such prior assignment or transfer, whether actual or purported. The MF/Borrower Related Parties hereby absolutely, unconditionally, and irrevocably agree never to commence, prosecute, cause to be commenced or prosecuted, voluntarily aid in any way, or foment any suit, action, suit or other proceeding which may be instituted(at law, prosecuted in equity, in any regulatory proceeding, or attempted in breach otherwise) or otherwise seek any recovery against any of the Releasees based on any of the Claims being released hereby. The MF/Borrower Related Parties hereby specifically warrant, represent, acknowledge, and agree that: (a) none of the provisions of this general release shall be construed as or constitute an admission of any liability on the part of any Releasee; and (b) the provisions of this general release shall constitute an absolute bar to any Claim of any kind, whether any such release. Borrower agrees that no factClaim is based on contract, eventtort, circumstancewarranty, evidence mistake, or transaction which could now be asserted any other theory, whether legal, statutory, or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveequitable.

Appears in 4 contracts

Samples: Loan and Security Agreement (Medallion Financial Corp), Loan and Security Agreement (Medallion Financial Corp), Loan and Security Agreement (Medallion Financial Corp)

Release. In consideration of the agreements of Collateral 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 Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 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 THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Appears in 4 contracts

Samples: Loan and Security Agreement (Oak Street Health, Inc.), Loan and Security Agreement (Oak Street Health, Inc.), Loan and Security Agreement (Oak Street Health, Inc.)

Release. (a) In consideration of the agreements of Collateral Administrative Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach of Parent and each Subsidiary of Parent, on behalf of itself and itself, its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent Administrative Agent, Lenders, Xxxxx Fargo, Xxxxx Fargo Capital Finance, LLC, Xxxxx Fargo Capital Finance, Inc., Xxxxx Fargo Bank, N.A. and each Lender, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their affiliates, subsidiaries and divisions engaged in the provision of financial services to Borrower and any of its subsidiaries (Administrative Agent, Lenders each Lender, Xxxxx Fargo, Xxxxx Fargo Capital Finance, LLC, Xxxxx Fargo Capital Finance, Inc., Xxxxx Fargo Bank, N.A. and all such other persons 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 (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Parent or such Subsidiary or any of its their 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 has arisen at any time on or prior to the day and date of this Amendment, including, without limitation, Amendment for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth above.

Appears in 4 contracts

Samples: Consent And (Dialogic Inc.), Credit Agreement (Dialogic Inc.), Credit Agreement (Dialogic Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholdersmembers, affiliates, subsidiariesemployees, divisionsagents, predecessorsofficers, directors, officersshareholders, attorneys, employees, agents legal representatives and other representatives (Agenteach, Lenders a “Releasing Party” and collectively, the “Releasing Parties”), does hereby remise, release and discharge, and shall be deemed to have forever remised, released and discharged each of the Lenders, and each Lender’s respective successors and assigns, and past, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all such other persons being and entities to whom any of the foregoing would be liable if such persons or entities were found to be liable to any Releasing Party, or any of them (collectively hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from any and all demands, manner of action and actions, cause and causes of action, claims, demands, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-offsetoff, demands and liabilities whatsoever (each, a “Claim” and collectively, the “Claims”) of every name kind and nature, whether in law, equity or otherwise, known or unknown, fixed or contingent, joint and/or several, secured or unsecured, liquidated or unliquidated, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives Releasing Party may now or hereafter own, hold, have or claim claims to have against the Releasees Released Parties, in their capacities as such under the Credit Agreement or any of them other Finance Documents, for, upon, or by reason of any circumstance, action, cause fact, event or thing whatsoever which arises omission or other matter occurring at or from any time on or prior to and including the day and date of Amendment Effective Date in any way arising out of, connected with or relating to this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Waiver and Forbearance Agreement, the Credit Agreement, any other Finance Document and the transactions contemplated thereby or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understandshereunder; provided, 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 actionhowever, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower agrees that no factReleased Party shall be released from any act or omission that constitutes gross negligence, event, circumstance, evidence fraud 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 set forth abovewilful misconduct.

Appears in 4 contracts

Samples: Waiver and Forbearance Agreement (Eagle Bulk Shipping Inc.), Waiver and Forbearance Agreement (Eagle Bulk Shipping Inc.), Waiver and Forbearance Agreement (Eagle Bulk Shipping Inc.)

Release. (a) In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releasesrelease, remises remise and forever discharges Collateral Agent and each discharge 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, Lenders Lender and all such other persons 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 (individually, a “Claim” and collectively, “Claims”) of every name kind and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrower, 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Amendment, the Loan Agreement, or any of the other Loan Other Documents or transactions hereunder or thereunder other than Claims caused by or related thereto. Borrower understandsresulting from the willful misconduct, 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 bad faith or other proceeding which may be instituted, prosecuted or attempted in breach gross negligence of the provisions of such release. Borrower 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 set forth aboveapplicable Releasee.

Appears in 4 contracts

Samples: Loan and Security Agreement (Sri Surgical Express Inc), Loan and Security Agreement (Sri Surgical Express Inc), Loan and Security Agreement (Sri Surgical Express Inc)

Release. In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan and Security Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth above.

Appears in 4 contracts

Samples: Loan and Security Agreement (Sorrento Therapeutics, Inc.), Loan and Security Agreement (Sorrento Therapeutics, Inc.), Loan and Security Agreement (Sorrento Therapeutics, Inc.)

Release. In consideration of The Releasor hereby irrevocably and unconditionally releases the agreements of Collateral 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 Company and its successorspast, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsfuture officers, directors, officersagents, attorneysconsultants, employees, agents representatives, and other representatives insurers, as applicable, together with all successors and assigns of any of the foregoing (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from all claims, demands, actions, causes of action, suits, covenantsrights of action, contracts, controversies, covenants, obligations, agreements, promisesdamages, sums of moneypenalties, accountsinterest, billsfees, expenses, costs, remedies, reckonings, damages extents, responsibilities, liabilities, suits, and any and all other claimsproceedings of whatsoever kind, counterclaimsnature, defensesor description, rights of set-offdirect or indirect, demands and liabilities whatsoever of every name and naturevested or contingent, known or unknown, suspected or unsuspected, both at law and in contract, tort, law, equity, which Borroweror otherwise, under the laws of any jurisdiction, that the Releasor or his predecessors, legal representatives, successors or assigns, ever had, now has, or any of its successorshereafter can, assignsshall, or other legal representatives may now or hereafter ownhave, hold, have or claim to have against the Releasees or any of them Released Parties, including but not limited to the Owed Amount, for, upon, or by reason of any circumstancematter, actioncause, cause or thing whatsoever which arises at any time on or prior to from the day beginning of the world through, and including, the date of this AmendmentRelease (“Claims”). The Releasor understands that this Release releases claims that the Releasor may not know about. This is the Releasor’s knowing and voluntary intent, includingeven though the Releasor recognizes that someday he might learn that some or all of the facts that he currently believes to be true are untrue and even though he might then regret having signed this Release. The Releasor agrees that it will not pursue, without limitationfile or assert or permit to be pursued, for filed or on account ofasserted any civil action, suit or in relation to, legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain or accept any such relief in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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 civil action, suit or other proceeding which may be instituted, prosecuted or attempted legal proceeding) in breach connection with any matter concerning its relationship with the Company and/or the Owed Amount with respect to all of the provisions of such release. Borrower 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 claims released herein arising from the final, absolute and unconditional nature beginning of the release set forth aboveworld up to and including the date of execution of this Release (whether known or unknown to it and including any continuing effects of any acts or practices prior to the date of execution of this Release). The Releasor acknowledges that he is not entitled to any other payments or benefits of any kind from the Company.

Appears in 4 contracts

Samples: Release (Gold Torrent, Inc.), Release (Gold Torrent, Inc.), Release (Gold Torrent, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and the making of loans by or on behalf of Agent and Lenders to Borrowers pursuant to the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, each Borrower on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (the “Releasing Parties”), hereby fullyhereby, jointly and severally, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives and their respective successors and assigns (Agent, Lenders each Lender and all such other persons parties 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 (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, matured or unmatured, asserted or unasserted, fixed or contingent, foreseen or unforeseen and anticipated or unanticipated, which Borrower, or any of its successors, assigns, or other legal representatives Releasing Party 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, actionnature, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Credit Agreement, or any of as amended and supplemented through the date hereof, this Amendment and the other Loan Documents or transactions thereunder or related theretoDocuments. Borrower Each Releasing 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. Borrower 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 It is the final, absolute and unconditional nature intention of the Releasing Parties that the above release set forth aboveshall be effective as a full and final release of each and every matter specifically and generally referred to above clause (a). Each Releasing Party acknowledges and represents that it has been advised by independent legal counsel with respect to the agreements contained herein and with respect to the provisions of California Civil Code Section 1542, which provides as follows: “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 THE SETTLEMENT WITH THE DEBTOR OR RELEASEE.” Each Releasing Party, being aware of said code section, expressly waives on its own behalf and on behalf of those for which such Releasing Party is giving the release, any and all rights either may have thereunder, as well as under any other statute or common law principle of similar effect, with respect to any of the matters released herein. This release shall act as a release of all included claims, rights and causes of action, whether such claims are currently known, unknown, foreseen or unforeseen and regardless of any present lack of knowledge as to such claims. Each Releasing Party understands and acknowledges the significance and consequence of this waiver of California Civil Code Section 1542, and hereby assumes full responsibility for any injuries, damages, losses or liabilities released herein.

Appears in 4 contracts

Samples: Credit Agreement (Pacific Ethanol, Inc.), Credit Agreement (Pacific Ethanol, Inc.), Credit Agreement (Alto Ingredients, Inc.)

Release. In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 on or immediately prior to the day and date effectiveness of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with Amendment under the Loan Agreement, Agreement or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth above. Borrower hereby 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 THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Appears in 4 contracts

Samples: Loan and Security Agreement (X4 Pharmaceuticals, Inc), Loan and Security Agreement (X4 Pharmaceuticals, Inc), Loan and Security Agreement (X4 Pharmaceuticals, Inc)

Release. In As a material part of the consideration of Administrative Agent entering into, and the agreements of Collateral Agent Required Lenders consenting to, this Amendment, Borrower hereby releases and forever discharges Administrative Agent, the Lenders 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 their respective successors, assigns, and other legal officers, managers, directors, shareholders, employees, agents, attorneys, representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliatesparent corporations, subsidiaries, divisionsand affiliates (all the foregoing, predecessorscollectively, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as individually, a “Releasee”), of jointly and severally 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, defensesdemands, rights damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of set-offaction of any nature whatsoever, demands including all claims, demands, and liabilities whatsoever causes of every name action for contribution and natureindemnity, whether arising at law or in equity, whether presently possessed or possessed in the future, whether known or unknown, suspected whether liability be direct or unsuspectedindirect, both at law liquidated or unliquidated, whether presently accrued or to accrue hereafter, whether absolute or contingent, foreseen or unforeseen, and in equitywhether or not heretofore asserted, which Borrower, or any of its successors, assigns, or other legal representatives Borrower may now or hereafter own, hold, have or claim to have against the Releasees (or any one or more of them forthem); provided, uponhowever, that neither Administrative Agent nor any Lender nor any other Releasee shall be released hereby from: (i) any obligation to pay to Borrower any amounts that Borrower may have on deposit with Administrative Agent or by reason any Lender, in accordance with applicable laws and the terms of the documents establishing any circumstance, such deposit relationship; or (ii) any claim (including without limitation any claim for breach of the Credit Agreement or other Loan Document) arising from any action, cause inaction or thing whatsoever which arises at any time on conduct of Administrative Agent or prior to the day and Lenders or the other Releasees after the effective date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 set forth above.

Appears in 4 contracts

Samples: Credit Agreement (Northwest Pipe Co), Credit Agreement (Northwest Pipe Co), Credit Agreement (Northwest Pipe Co)

Release. In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan and Security Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement (Petros Pharmaceuticals, Inc.), Loan and Security Agreement (Petros Pharmaceuticals, Inc.), Loan and Security Agreement (Petros Pharmaceuticals, Inc.)

Release. In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement (Sorrento Therapeutics, Inc.), Loan and Security Agreement (Alimera Sciences Inc), Loan and Security Agreement (Sorrento Therapeutics, Inc.)

Release. In consideration of the agreements of Collateral 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 Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement (uniQure N.V.), Loan and Security Agreement (uniQure N.V.), Loan and Security Agreement (Phathom Pharmaceuticals, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BorrowerSeller, on behalf of itself and its successors, assigns, and other legal representativesany Affiliate controlled by Seller, hereby fully(a) fully settles, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent Acquiror and its Affiliates (including Company and each Lenderof its Subsidiaries after the Closing) and their respective Related Persons (collectively, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders the “Released Persons”) from any and all such other persons being hereinafter referred to collectively as any or all of the “Releasees” and individually as a “Releasee”), of and from all demands, following: actions, causes of actionaction (in law or in equity), suits, covenantsdebts, contracts, controversiesliens, agreements, promises, sums of moneyliabilities, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defensescross-claims, rights demands, damages, losses, attorneys or consultants fees, costs or expenses, of set-offany nature whatsoever (including but not limited to, demands and liabilities whatsoever of every name and naturedirect, indirect, consequential, exemplary, special or punitive); whether known or unknown, suspected or unsuspected, both at law fixed or contingent, and whether founded in equitytort, which Borrowercontract, statute, common law, administrative regulation, or any duties arising thereunder or otherwise (including contribution) (“Claims”, each a, “Claim”); provided that with respect to Related Persons, Claims shall include any Claim arising out of, based upon, or relating, in whole or in part, to Acquiror and its Affiliates or any of their respective businesses; and provided, further, that the Claims shall not include any Claims of Seller or any of its successors, assigns, Affiliates arising out of or other legal representatives may now or hereafter own, hold, have or claim related to have against the Releasees this Agreement or any other transaction documents and (b) covenants not to xxx or otherwise assert in any forum any Claim against any Released Person, in the case of them for(a) and (b), arising out of based upon, or by reason of relating to any circumstanceact, actionomission, cause event, condition or thing whatsoever which arises circumstance occurring or existing at any time on or prior to the day Closing Date in respect of the Business and date the consummation of the transaction contemplated hereunder. This Section 5.7 covers, among other things, Claims which are unknown or unsuspected. Seller acknowledges that it is aware that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this AmendmentSection 5.7, including, but Seller agrees to remain bound hereby and hereby fully releases all Claims without limitation, for regard to the subsequent discovery or on account of, existence of different or in relation to, additional facts and waives the protection of any statute or in any way in connection with the Loan Agreement, doctrine limiting a release of unknown or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth aboveunsuspected Claims.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Pinafore Holdings B.V.), Stock Purchase Agreement (Gates Global Inc.), Stock Purchase Agreement (Pinafore Holdings B.V.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 any 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Each Borrower 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 Borrower 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 set forth above.. Borrower waives the provisions of California Civil Code section 1542, which states:

Appears in 3 contracts

Samples: Loan and Security Agreement (Fuelcell Energy Inc), Loan and Security Agreement (Fuelcell Energy Inc), Loan and Security Agreement (Fuelcell Energy Inc)

Release. In consideration of the agreements of Collateral Agent and each Lender the Noteholders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf each of itself the Obligors and its the Subsidiary Guarantors and their respective successors, assigns, and other legal representativesrepresentatives (collectively, the “Releasors”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges the Noteholders and the Collateral Agent and each LenderAgent, and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, advisors, employees, agents and other representatives (Agentthe Noteholders, Lenders the Collateral Agent and all such other persons 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, contractsdisputes, 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 (individually, a “Claim” and collectively, “Claims”) 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 the Releasors 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 on or prior to the day date and date effectiveness of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Existing Note Purchase Agreement, the Existing Notes or any of the other Loan Documents Financing Agreements or transactions thereunder or related thereto. Borrower Each of the Obligors and the Subsidiary Guarantors 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. Borrower Each of the Obligors and the Subsidiary Guarantors agrees that no fact, event, circumstance, evidence or transaction which could now be asserted asserted, whether known or which may hereafter be discovered unknown, shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

Appears in 3 contracts

Samples: Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V), Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V), Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V)

Release. In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth above.

Appears in 3 contracts

Samples: Possession Credit Agreement, Possession Credit Agreement, Possession Credit Agreement

Release. In consideration of the agreements of Collateral 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 Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitationAgreement, 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. Borrower Xxxxxxxx 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. Borrower Xxxxxxxx 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 set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement (Ouster, Inc.), Loan and Security Agreement (Ouster, Inc.), Loan and Security Agreement (Ouster, Inc.)

Release. The matters set forth in this Amendment Agreement have been agreed to by the undersigned Holders as an accommodation to the Company. In consideration of such accommodation, and acknowledging that the agreements of Collateral Agent and each Lender contained herein Holders will be specifically relying on the following provisions as a material inducement in entering into this Amendment Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowerthe Company, on behalf of itself and each of its successors, assignsSubsidiaries and Affiliates, and other legal representativesall of the successors and assigns of each of the foregoing (collectively, the “Releasors”), hereby fullycompletely, absolutelyvoluntarily, knowingly, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent each of the Holders and each Lendertheir respective agents, and its successors and assignspartners, and its present and former shareholdersservants, affiliates, subsidiaries, divisions, predecessorsemployees, directors, officers, attorneys, employeesaccountants, agents consultants, advisors, professionals, principals, trustees, representatives, receivers, trustees, affiliates, subsidiaries and other representatives (Agentshareholders, Lenders each affiliate of the foregoing and all such other persons being hereinafter referred to collectively as of their respective predecessors, successors and assigns (collectively, the “Releasees” and individually as a “Releasee”), of from any and from all demandsclaims, actions, suits, damages, losses, obligations, remedies, causes of action, suitsand other liabilities, covenantsincluding, contractswithout limitation, controversiesany so-called “lender liability” claims or defenses (collectively, agreements“Claims”), promiseswhether arising in contract or in tort and whether at law or in equity, 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, whether known or unknown, suspected or unsuspectedclaimed, both at law and in equitymatured or contingent, liquidated or unliquidated, which Borrower, or any of its successorsthe Releasors ever had, assignsnow has or hereinafter can, shall or other legal representatives may now or hereafter own, hold, have or claim to have against any of the Releasees or any of them for, upon, upon or by reason of any circumstance, actionmatter, cause or thing whatsoever which arises at any time that shall have occurred on or prior to the day and date of this AmendmentAmendment Agreement, includingin any way concerning, without limitation, for or on account of, or in relation relating to, or in arising from (a) the Note Purchase Agreement, the Notes, any way of the other agreements, documents, or instruments executed and delivered in connection with the Loan Agreementtherewith, or any of the obligations thereunder, (b) the financial condition, business operations, business plans, prospects or creditworthiness of the Company and its Subsidiaries, and/or (c) the negotiation, documentation and execution of this Amendment Agreement and any documents relating hereto. This release shall be and remain in full force and effect notwithstanding the discovery by any Releasor after the date hereof (w) of any new or additional claim against any Releasee, (x) of any new or additional facts in any way relating to the subject matter of this release, (y) that any fact relied upon by it was incorrect or (z) that any representation made by any Releasee was untrue. The Company, on behalf of itself and the other Loan Documents Releasors, acknowledges and agrees that this release is intended to, and does, fully, finally and forever release all matters described in this Section 4.8, notwithstanding the existence or transactions thereunder discovery of any such new or related theretoadditional Claims or facts, incorrect facts, misunderstanding of law or misrepresentation. Borrower The Company, on behalf of itself and the other Releasors, covenants and agrees not to, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against any of the Releasees any action or other proceeding based upon any of the Claims released hereby. Notwithstanding the foregoing, in no event shall the foregoing be interpreted, construed or otherwise deemed as an admission or suggestion by the Holders of any wrongdoing or liability owed to the Company or any other Person. The Company, on behalf of itself and the other Releasors, 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. Borrower agrees The Company, on behalf of itself and the other Releasors, hereby acknowledges 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 they collectively have been advised by legal counsel of the release set forth abovemeaning and consequences of this release.

Appears in 3 contracts

Samples: Master Note Purchase Agreement (Polaris Inc.), Master Note Purchase Agreement (Polaris Inc.), Master Note Purchase Agreement (Polaris Inc.)

Release. In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 set forth above. Borrower waives the provisions of California Civil Code Section 1542, which states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Appears in 3 contracts

Samples: Loan and Security Agreement (Supernova Partners Acquisition Co II, Ltd.), Loan and Security Agreement (Supernova Partners Acquisition Co II, Ltd.), Loan and Security Agreement (Supernova Partners Acquisition Co II, Ltd.)

Release. In AMC agrees that for itself and for its predecessors, Subsidiaries (including for this purpose any Subsidiary of AMC that is also a Subsidiary of Cablevision), departments, divisions and sections and for their successors, Affiliates (including for this purpose any Subsidiary of AMC that is also a Subsidiary of Cablevision), heirs, assigns, executors, administrators, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each a “Releasor” and collectively, the “Releasors”), in consideration of the agreements making by Cablevision of Collateral Agent the Transfers, release, waive 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 forever discharge Cablevision and its predecessors, Subsidiaries, departments, divisions, sections, successors, Affiliates, heirs, assigns, and other legal representativesexecutors, hereby fullyadministrators, absolutelypartners, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officers, attorneysshareholders, employees, attorneys and agents (individually, each a “Releasee” and other representatives (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees”) from, and individually as a “Releasee”)shall, of in addition to other obligations under Article III, indemnify and from hold harmless all demandssuch persons against and from, 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 Liabilities of every name and nature, in law or equity, known or unknown, suspected or unsuspectedwhich against any Releasee, both at law and in equitya Releasor ever had, which Borrower, or any of its successors, assigns, or other legal representatives may now has or hereafter owncan, holdshall or may have by reason of any matter, have act, omission, conduct, transaction or claim occurrence from the beginning of the world up to have against and including the Releasees or any of them Distribution Date for, upon, or by reason of, asserted in or arising out of, or related to: • The management of any circumstancethe business and affairs of AMC (and its predecessors, action, cause or thing whatsoever which arises at any time Subsidiaries and Affiliates) and the AMC Business on or prior to the day and date Distribution Date; • The terms of this AmendmentAgreement, includingthe Ancillary Agreements, without limitationthe Distribution, for the Standalone Financing, the Certificate of Incorporation or on account of, the By-Laws of AMC; • The terms of the AMC Financing and the Contribution and any agreements or in relation to, or in any way other documents entered into in connection with the Loan Agreementtherewith or relating thereto; and • Any other decision that may have been made, or any action taken, relating to AMC (and its predecessors, subsidiaries and Affiliates) or the Distribution and the Standalone Financing. The term “Releasee” is expressly intended to include any person who served as an incorporator, director, officer, employee, agent or attorney of AMC on or prior to the other Loan Documents Distribution Date at the request of Cablevision. Each Releasor expressly covenants and agrees never to institute, or transactions thereunder participate (including as a member of a class) in, any Action against any Releasee, in any court or related thereto. Borrower understandsforum, acknowledges directly or indirectly, regarding or relating to the matters released through this Release, and further covenants and agrees that this Release is a bar to any such Action. For the release set forth above may avoidance of doubt, the purpose of this Section 2.14 is to make clear the intent of the Parties that, following the Distribution Date, the only Liability that any Releasee shall have to any Releasor shall be pleaded its obligation to perform its obligations under and pursuant to the terms of this Agreement, the Ancillary Agreements and any other agreements to which the Releasee and the Releasor are parties and there shall be no liability in respect of any event, occurrence, action or inaction on or prior to the Distribution Date. This Release shall not extend to any liabilities owed by a Releasee to a Releasor in the Releasor’s capacity as a full and complete defense and may be used as a basis for an injunction against any actiondirector, suit officer, employee or other proceeding Representative or shareholder of Releasee nor shall it release any Liabilities or obligations under this Agreement or any Ancillary Agreements or any other agreements to which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower 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 Releasee and the final, absolute and unconditional nature of the release set forth aboveReleasor are parties.

Appears in 3 contracts

Samples: Distribution Agreement (AMC Networks Inc.), Distribution Agreement (Cablevision Systems Corp /Ny), Distribution Agreement (AMC Networks Inc.)

Release. In consideration of the agreements of Collateral the Administrative Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (each Loan Party and all such other Persons being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral the Administrative Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Administrative Agent, Lenders each Lender and all such other persons 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 (individually, a “Claim” and collectively, “Claims”) 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 Releasor 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 on or prior to the day and date of this AmendmentAgreement, including, without limitation, for or on account of, or in relation to, or in any way related to or in connection with the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth above.

Appears in 3 contracts

Samples: Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.)

Release. In consideration of the agreements of Collateral Administrative Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, on behalf of itself itself, the other Loan Parties and its and their successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Administrative Agent and each Lender, and its and their successors and assigns, and its and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Administrative Agent, Lenders the 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-offset‑off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which the Borrower, any other Loan Party or any of its or their 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Existing Credit Agreement, or any of the other Loan Documents or transactions thereunder or related theretothereto (collectively, the “Released Claims”). The Borrower understands, acknowledges and agrees that the release set forth above (the “Release”) 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. The Borrower 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 set forth above. Without the generality of the foregoing, the Borrower hereby waives the provisions of any statute or doctrine that prevents a general release from extending to claims unknown by the releasing party. The Borrower acknowledges that the agreements in this Section are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Claims. The Borrower acknowledges that the Release constitutes a material inducement to Administrative Agent and the Lenders to enter into this Amendment and that Administrative Agent and the Lenders would not have done so but for Administrative Agent’s and the Lenders’ expectation that the Release is valid and enforceable in all events. Notwithstanding the foregoing Section 6(c), nothing in this Amendment is intended to, and shall not, release the Borrower’s rights and obligations under this Amendment or bar the Borrower from seeking to enforce or effectuate this Amendment.

Appears in 3 contracts

Samples: Credit Agreement (SatixFy Communications Ltd.), Credit Agreement (SatixFy Communications Ltd.), Credit Agreement (SatixFy Communications Ltd.)

Release. In consideration Borrower consents and agrees that Subordinated Lender may at any time, or from time to time, in its discretion (a) renew, extend or change the time of payment, and/or the manner, place or terms of payment of all or any part of the agreements Secured Liabilities and (b) exchange, release and/or surrender all or any of Collateral Agent the Collateral, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by Subordinated Lender in connection with all or any of the Secured Liabilities, all in such manner and each upon such terms as Subordinated Lender contained herein may deem proper, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, without notice to or further assent from Borrower, on behalf it being hereby agreed that Borrower shall be and remains bound under this Agreement, irrespective of itself and its successors, assignsthe value or condition of any of the Collateral, and other legal representativesnotwithstanding any such change, hereby fullyexchange, absolutelysettlement, unconditionally and irrevocably releasescompromise, remises and forever discharges Collateral Agent and each Lendersurrender, release, renewal or extension, and its successors and assignsnotwithstanding also that the Secured Liabilities may, at any time, exceed the aggregate principal amount thereof set forth in the Subordinated Note, or any other agreement governing any Secured Liabilities. Borrower hereby waives notice of acceptance of this Agreement, and its present also presentment, demand, protest and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), notice of and from all demands, actions, causes dishonor of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claimsof the Secured Liabilities, counterclaimsand promptness in commencing suit against any party hereto or liable hereon, defensesand, rights except as otherwise provided herein, in giving any notice to or of set-off, demands and liabilities whatsoever making any claim or demand hereunder upon Borrower. No act or omission of every name and nature, known any kind on Subordinated Lender’s part shall in any event affect or unknown, suspected impair this Agreement unless such act or unsuspected, both at law and in equity, which Borrower, omission constitutes the willful misconduct of Subordinated Lender 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 set forth aboveagents.

Appears in 3 contracts

Samples: Subordination Agreement (NXT-Id, Inc.), Subordination Agreement (NXT-Id, Inc.), Subordinated Security Agreement (NXT-Id, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, successors and assigns, and its present and former members, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other legal representativesrepresentatives (each Loan Party and all such other Persons being hereinafter referred to collectively as the "Releasing Parties" and individually as a "Releasing Party"), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent Agent, each Lender and each Lender, and its their respective successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents agents, legal representatives and other representatives (Agent, Lenders and all such other persons 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-offset‑off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name kind and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrowerany Releasing Party now owns, holds, has or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim claims to have against the Releasees or any of them and which are actually known by such Releasing Party, for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, Amendment for or on account of, or in relation to, or in any way in connection with this Amendment, the Loan Credit Agreement, or any of the other Loan Documents or any of the transactions thereunder hereunder or related theretothereunder. Borrower Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim released thereby, 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. Borrower 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 set forth above. Each of the Releasing Parties hereby absolutely, unconditionally and irrevocably, covenants and agrees with, and in favor of, each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim expressly released, remised and discharged by any Releasing Party pursuant to this Section 6(d). If any Releasing Party violates the foregoing covenant, each Loan Party, for itself and its successors and assigns, and its present and former members, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives, jointly and severally 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 Releasee as a result of such violation.

Appears in 3 contracts

Samples: Credit and Security Agreement (Differential Brands Group Inc.), Credit and Security Agreement (Differential Brands Group Inc.), Credit and Security Agreement

Release. In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each LenderLenders, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, subsidiaries divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders 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 a 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Each 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 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 Borrower 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 Borrower 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 set forth above. The provisions of this section shall survive payment in full of the Secured Obligations, full performance of all the terms of this Amendment and the other Loan Documents.

Appears in 3 contracts

Samples: Loan and Security Agreement (Yumanity Therapeutics, Inc.), Loan and Security Agreement (Yumanity Therapeutics, Inc.), Loan and Security Agreement (Yumanity Therapeutics, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, Lender and its successors and assigns, and its present and former shareholders, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons 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 (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement (Wave2Wave Communications, Inc.), Loan and Security Agreement (Wave2Wave Communications, Inc.), Loan and Security Agreement (Wave2Wave Communications, Inc.)

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Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent Lender and each Lender, and its their successors and assigns, and its their present and former shareholders, affiliatesAffiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders Lender and all such other persons 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 (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, such 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Each Borrower 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 Borrower 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 set forth above.

Appears in 3 contracts

Samples: Loan and Security Agreement (Broadsoft Inc), Loan and Security Agreement (Wave2Wave Communications, Inc.), Loan and Security Agreement (Wave2Wave Communications, Inc.)

Release. In consideration of the agreements of Collateral the Administrative Agent and each Lender the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representativesrepresentatives (each Loan Party and all such other Persons being hereinafter referred to collectively as the “Releasors” and individually as a “Releasor”), hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges the Administrative Agent, the Collateral Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, consultants, advisors, employees, agents and other representatives (the Administrative Agent, Lenders the Collateral Agent, each Lender and all such other persons 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 (individually, a “Claim” and collectively, “Claims”) 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 Releasor 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way related to or in connection with the Loan Existing Credit Agreement, the Amended Credit Agreement or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth above.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Barnes & Noble Education, Inc.), Term Loan Credit Agreement (Barnes & Noble Education, Inc.), Term Loan Credit Agreement (Barnes & Noble Education, Inc.)

Release. In exchange for the payments and other consideration of the agreements of Collateral Agent under this Agreement, to which you would not otherwise be entitled, and each Lender contained herein and for other good and valuable considerationexcept as otherwise set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, Borroweryou, on behalf of itself yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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 affiliates (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Parties), ) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, covenantscosts, contractsexpenses, controversiesattorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, promisesevents, sums acts or conduct at any time prior to and including the execution date of moneythis Agreement, accountsincluding but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, billsbonuses, reckoningscommissions, damages stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties: • has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing; • has discriminated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other protected category in violation of any local, [Name] [Date] state or federal law, constitution, ordinance, or regulation, including but not limited to: Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. 1981), the Civil Rights Act of 1991, the Genetic Information Nondiscrimination Act, Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination against the disabled, the Age Discrimination in Employment Act (ADEA), which prohibits discrimination based on age, the Older Workers Benefit Protection Act, the National Labor Relations Act, the Xxxx Xxxxxxxxx Fair Pay Act, the anti-retaliation provisions of the Xxxxxxxx-Xxxxx Act, or any other federal or state law regarding whistleblower retaliation; the Massachusetts Fair Employment Practices Act (M.G.L. c. 151B), the Massachusetts Equal Rights Act, the Massachusetts Equal Pay Act, the Massachusetts Privacy Statute, the Massachusetts Sick Leave Law, the Massachusetts Civil Rights Act, all as amended, and any and all other claimsfederal, counterclaimsstate or local laws, defensesrules, rights of set-offregulations, demands and liabilities whatsoever of every name and natureconstitutions, ordinances or public policies, whether known or unknown, suspected or unsuspectedprohibiting employment discrimination; • has violated any employment statutes, both at law and in equitysuch as the WARN Act, which Borrowerrequires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974 (ERISA) which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, which regulates wage and hour matters; the National Labor Relations Act, which protects forms of concerted activity; the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; the Fair Credit Reporting Act, the Employee Polygraph Protection Act, the Massachusetts Payment of Wages Act (M.G.L. c. 149 sections 148 and 150), the Massachusetts Overtime regulations (M.G.L. c. 151 sections 1A and 1B), the Massachusetts Meal Break regulations (M.G.L. c. 149 sections 100 and 101), all as amended, and any and all other federal, state or local laws, rules, regulations, constitutions, ordinances or public policies, whether known or unknown relating to employment laws, such as veterans’ reemployment rights laws; • has violated any other laws, such as federal, state, or any of its successorslocal laws providing workers’ compensation benefits, assignsrestricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other legal representatives may now federal, state or hereafter ownlocal laws providing recourse for alleged wrongful discharge, holdretaliatory discharge, have negligent hiring, retention, or claim supervision, physical or personal injury, emotional distress, assault, battery, false imprisonment, fraud, negligent misrepresentation, defamation, intentional or negligent infliction of emotional distress and/or mental anguish, intentional interference with contract, negligence, detrimental reliance, loss of consortium to have against the Releasees you or any member of them foryour family, uponwhistleblowing, and similar or related claims. [Name] [Date] Notwithstanding the foregoing, other than events expressly contemplated by reason this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed or your right to enforce this Agreement and you are not releasing any right of indemnification you may have for any circumstance, action, cause liabilities arising from your actions within the course and scope of your employment with the Company {or thing whatsoever within the course and scope of your role as a member of the Board of Directors and/or officer of the Company}]. Also excluded from this Agreement are any Claims which arises at any time on or prior to the day and date of this Amendmentcannot be waived by law, including, without limitation, for any rights you may have under applicable workers’ compensation laws and your right, if applicable, to file or on account ofparticipate in an investigative proceeding of any federal, state or local governmental agency. Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in relation toany proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any way investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in connection with the Loan Agreementany putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the other Loan Documents Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or transactions thereunder any plan or agreement related thereto. Borrower understandsto equity ownership in the Company; however, acknowledges it does waive, release and agrees that the release set forth above may be pleaded forever discharge Claims existing 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 date you execute this Agreement pursuant to any such release. Borrower agrees that no fact, event, circumstance, evidence plan 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 set forth aboveagreement.

Appears in 3 contracts

Samples: Assignment Agreement (Proteostasis Therapeutics, Inc.), Assignment Agreement (Proteostasis Therapeutics, Inc.), Assignment Agreement (Proteostasis Therapeutics, Inc.)

Release. In consideration of exchange for the agreements of Collateral Agent Severance Benefits and each Lender contained herein and for other good and valuable consideration, the receipt to which you would not otherwise be entitled, and sufficiency of which are hereby acknowledgedexcept as otherwise set forth in this Agreement, Borroweryou, on behalf of itself yourself and, to the extent permitted by law, on behalf of your spouse, heirs, executors, administrators, assigns, insurers, attorneys and other persons or entities, acting or purporting to act on your behalf (collectively, the “Employee Parties”), hereby generally and completely release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agents, representatives, employees, attorneys, shareholders, predecessors, successors, assigns, insurers and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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 affiliates (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeCompany Parties), ) of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, covenantscosts, contractsexpenses, controversiesattorneys’ fees, damages, indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, promisesevents, sums acts or conduct at any time prior to and including the execution date of moneythis Agreement, accountsincluding but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, billsbonuses, reckoningscommissions, damages stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute, or cause of action; tort law; or contract law (individually a “Claim” and collectively “Claims”). The Claims you are releasing and waiving in this Agreement include, but are not limited to, any and all Claims that any of the Company Parties: • has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing; • has discriminated against you on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to benefits, any union activities or other claimsprotected category in violation of any local, counterclaimsstate or federal law, defensesconstitution, rights ordinance, or regulation, including but not limited to: the Age Discrimination in Employment Act, as amended (“ADEA”); Title VII of setthe Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; 42 U.S.C. § 1981, as amended; the Equal Pay Act; the Americans With Disabilities Act; the Genetic Information Nondiscrimination Act; the Family and Medical Leave Act; the Massachusetts Wage Act and the Massachusetts Fair Employment Practice Act; [ ] the Employee Retirement Income Security Act; the Employee Polygraph Protection Act; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the anti-off, demands and liabilities whatsoever retaliation provisions of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrowerthe Xxxxxxxx-Xxxxx Act, or any other federal or state law regarding whistleblower retaliation; the Xxxxx Xxxxxxxxx Fair Pay Act; the Uniformed Services Employment and Reemployment Rights Act; the Fair Credit Reporting Act; and the National Labor Relations Act; and • has violated any statute, public policy or common law (including, but not limited to, Claims for retaliatory discharge; negligent hiring, retention or supervision; defamation; intentional or negligent infliction of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim emotional distress and/or mental anguish; intentional interference with contract; negligence; detrimental reliance; loss of consortium to have against the Releasees you or any member of them foryour family and/or promissory estoppel). Notwithstanding the foregoing, upon, other than events expressly contemplated by this Agreement you do not waive or release rights or Claims that may arise from events that occur after the date this Release is executed. Also excluded from this Agreement are any Claims which cannot be waived by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendmentlaw, including, without limitation, for or on account ofany rights you may have under applicable workers’ compensation laws. Nothing in this Agreement shall prevent you from filing, cooperating with, or participating in relation toany proceeding or investigation before the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal government agency, or similar state or local agency (“Government Agencies”), or exercising any rights pursuant to Section 7 of the National Labor Relations Act. You further understand this Agreement does not limit your ability to voluntarily communicate with any Government Agencies or otherwise participate in any way investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, you are otherwise waiving, to the fullest extent permitted by law, any and all rights you may have to individual relief based on any Claims that you have released and any rights you have waived by signing this Agreement. If any Claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in connection with the Loan Agreementany putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the other Loan Documents Company Parties is a party. This Agreement does not abrogate your existing rights under any Company benefit plan or transactions thereunder any plan or agreement related thereto. Borrower understandsto equity ownership in the Company; however, acknowledges it does waive, release and agrees that the release set forth above may be pleaded forever discharge Claims existing 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 date you execute this Agreement pursuant to any such release. Borrower agrees that no fact, event, circumstance, evidence plan 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 set forth aboveagreement.

Appears in 3 contracts

Samples: Employment Agreement (Avedro Inc), Employment Agreement (Avedro Inc), Employment Agreement (Avedro Inc)

Release. In consideration of the agreements of Collateral Agent the Holders set forth herein, each of the Issuer and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are Guarantor hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises remises, acquits and forever discharges Collateral Agent the Holders, and each Lenderof their respective employees, and its agents, representatives, consultants, attorneys, officers, directors, partners, fiduciaries, predecessors, successors and assigns, subsidiary corporations, parent corporations and its present and former shareholdersrelated corporate divisions (collectively, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleased Parties”), of from any and from all demands, actions, causes of action, judgments, executions, suits, covenantsdebts, contractsclaims, controversiesdemands, agreementsliabilities, promises, sums of money, accounts, bills, reckoningsobligations, damages and expenses of any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and naturecharacter, known or unknown, suspected direct or unsuspectedindirect, both at law and or in equity, which Borrowerof whatever nature or kind, or any of its successors, assigns, or other legal representatives may now whether heretofore 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 on or prior to the day and date of this Amendment, including, without limitationarising, for or on account ofbecause of any matter of things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in relation to, any way directly or indirectly arising out of any or in any way connected to this Agreement, the Indenture, the Note or the Security Documents (collectively, the “Released Matters”). Each of the Issuer and each Guarantor hereby acknowledges that the foregoing releases in this Agreement are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Loan Agreement, or any Released Matters. Each of the Issuer and each Guarantor hereby represents and warrants to each Holder that it has not purported to transfer, assign or otherwise convey any right, title or interest in any Released Matter to any other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges Person and agrees that the release set forth above may be pleaded as foregoing constitutes a full and complete defense and may be used as a basis for an injunction against any actionrelease of all Released Matters. EACH OF THE ISSUER AND EACH GUARANTOR AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, suit or other proceeding which may be institutedUNANTICIPATED OR MISUNDERSTOOD DEFENSES, prosecuted or attempted in breach of the provisions of such releaseCLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AGREEMENT. Borrower 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 set forth aboveEACH OF ISSUER AND EACH GUARANTOR WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF ITS WAIVERS OR RELEASES HEREUNDER.

Appears in 2 contracts

Samples: Forbearance Agreement (Vertis Inc), Forbearance Agreement (Vertis Inc)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, BorrowerBorrower and each guarantor, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders Lender and all such other persons 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, Borrower and/or such guarantor 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 on or prior to the day and date of this AmendmentAgreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Existing Loan Agreement, the guaranties or any of the other Loan Documents or transactions transactions, course of performance or course of dealing thereunder or related thereto. ; provided, however, that nothing herein shall release Lender from its obligations to Borrower understands, acknowledges and agrees that under 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 terms of the provisions of such release. Borrower 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 set forth abovethis Agreement.

Appears in 2 contracts

Samples: Loan Agreement (Hudson Technologies Inc /Ny), Loan Agreement (Hudson Technologies Inc /Ny)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BorrowerXxxxxxxx, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower Xxxxxxxx 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. Borrower Xxxxxxxx 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 set forth above.

Appears in 2 contracts

Samples: Possession Credit Agreement, Possession Credit Agreement

Release. In consideration of the agreements of Collateral 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 themselves and its their successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 set forth above. For the avoidance of doubt, the release set forth above shall not release Lender from its ongoing obligations under the Loan Documents.

Appears in 2 contracts

Samples: Loan and Security Agreement (Cepton, Inc.), Loan and Security Agreement (Cepton, Inc.)

Release. In consideration of the agreements waivers and amendments set forth in this Amendment, each of Collateral Agent Borrower and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BorrowerParent, on behalf of itself themselves and its successorstheir respective subsidiaries, assignsas well as their respective heirs, predecessors in interest, successors and other legal representativesassigns (each individually, a “Releasing Party” and collectively, the “Releasing Parties”) hereby fully, absolutely, unconditionally and irrevocably releases, remises acquits, forever discharges, and forever discharges Collateral Agent covenants not to xxx, Administrative Agent, each Issuing Lender, Swing Line Lender and each Lender, and its successors and assignsalong with all of their Affiliates, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officers, attorneysagents, employees, agents and other representatives attorneys-in-fact, as well as their respective heirs, predecessors in interest, successors and assigns (Agenteach individually, Lenders a “Released Party” and collectively, the “Released Parties”) from any and all such other persons being hereinafter referred to collectively as claims, demands, debts, liabilities, contracts, agreements, obligations, accounts, defenses, investigations, proceedings, suits, offsets against the “Releasees” and individually as a “Releasee”), of and from all demandsindebtedness evidenced by the Loan Documents, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums action or claims for damages or relief 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 whatever kind or nature, whether equitable or monetary, whether known or unknown, suspected or unsuspected, both at law and in equityunsuspected by Borrower or Parent, which Borrower, Parent, any Guarantor or any Subsidiary of its successorsany of them, assignsever had or now has, or other legal representatives may now or hereafter own, hold, have or claim to have that may hereafter accrue against the Releasees or any of them forReleased Party, uponin each case, for or by reason of any circumstance, actionmatter, cause or thing whatsoever which arises at any time arising or occurring on or prior to the day and date of this AmendmentAmendment in any way relating to, in whole or in part, directly or indirectly (a) the Credit Agreement, any Note, any Security Document, any other Loan Document or the transactions evidenced thereby, including, without limitation, for or on account of, or in relation to, or in any way in connection with disbursements under the Loan Credit Agreement, or any Notes, the negotiation of any of the Credit Agreement, the Notes, the Mortgages or the other Loan Documents Documents, the terms thereof, or transactions thereunder the approval, administration or related theretoservicing thereof, or (b) any notice of default, event of default in reference to any Loan Document or any other matter pertaining to the collection or enforcement by any Released Party of the indebtedness evidenced by any Loan Document or any right or remedy under any Loan Document, or (c) any purported oral agreements or understandings by and between any Released Party and Borrower or Parent in reference to any Loan Document (the “Released Claims”). Borrower understandsThe Releasing Parties understand and acknowledge that they may hereafter discover facts in addition to or different from those which they know or believe to be true with respect to the Released Claims, acknowledges but the Releasing Parties expressly acknowledge and agrees agree that any such discovery shall not affect the validity or enforceability of their release herein, including their release of any unknown claims that constitute Released Claims. The Releasing Parties acknowledge that the release set forth above may be pleaded as foregoing waiver was separately bargained for and is 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 key element of the provisions of such release. Borrower 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 set forth abovethis Amendment.

Appears in 2 contracts

Samples: Credit Agreement (Midstates Petroleum Company, Inc.), Credit Agreement (Midstates Petroleum Company, Inc.)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lenderthe Lenders, and its their successors and assigns, and its their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders each Lender and all such other persons 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 (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Borrower or any of its respective 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 on or prior to the day and date of this Amendment, including, without limitation, Amendment for or on account of, or in relation to, or in any way in connection with any of the Loan Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that other than to 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 extent of those Claims which arise from the gross negligence or other proceeding which may be instituted, prosecuted or attempted in breach willful misconduct of the provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect applicable Releasee as determined in any manner the a final, absolute and unconditional nature non-appealable judgment by a court of the release set forth abovecompetent jurisdiction.

Appears in 2 contracts

Samples: Credit Agreement (Cobra Electronics Corp), Credit Agreement (Cobra Electronics Corp)

Release. 1. In consideration of the agreements payments and benefits to be made under the Amended and Restated Employment Agreement, dated as of Collateral Agent ___________________________, 20__ (the “Employment Agreement”), by and between ________________________ (the “Employee”) and A.M. Castle & Co. (the “Employer”) (each Lender contained herein of Employee and for other good Employer, a “Party” and valuable considerationcollectively, the receipt and “Parties”), the sufficiency of which are hereby acknowledgedEmployee acknowledges, BorrowerEmployee, on behalf with the intention of itself binding Employee and its successorsEmployee’s heirs, assignsexecutors, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors administrators and assigns, does hereby release, remise, acquit and forever discharge Employer and each of its subsidiaries and affiliates (the “Employer Affiliated Group”), their present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersEmployees, shareholders, agents, attorneys, employeesemployees and employee benefit plans (and the fiduciaries thereof), agents and other representatives the successors, predecessors and assigns of each of the foregoing (Agentcollectively, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeEmployer Released Parties”), of and from any and all demandsclaims, actions, causes of action, suitscomplaints, covenantscharges, contractsdemands, controversiesrights, agreementsdamages, promisesdebts, sums of money, accounts, billsfinancial obligations, reckoningssuits, damages and any and all other claimsexpenses, counterclaims, defenses, rights of set-off, demands attorneys’ fees and liabilities whatsoever of every name whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and nature, whether now known or unknown, suspected or unsuspected, both at law and in equitythat Employee, which Borrowerindividually or as a member of a class, now has, owns or holds, 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 has at any time heretofore had, owned or held, arising on or prior to the day date hereof, against any Employer Released Party that arises out of, or relates to, the Employment Agreement, Employee’s employment with Employer or any of its subsidiaries and date affiliates, or any termination of this Amendmentsuch employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or on account oflocal statute, provision, order or in relation toregulation, or in and including, without limitation, any way in connection with the Loan Agreement, or any claim under Title VII of the other Loan Documents Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or transactions thereunder or related thereto. Borrower understandsanalogous state statute, 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. Borrower 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 set forth above.excepting only:

Appears in 2 contracts

Samples: Employment Agreement (Castle a M & Co), Employment Agreement (A. M. Castle & Co.)

Release. In further consideration of the agreements of Collateral execution by the Administrative Agent and each Lender contained herein and for other good and valuable considerationthe Lenders of this Waiver, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, Company and its successors and assignsassigns (collectively, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleasors”), hereby confirms that (a) it does not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of and from all demandsthe Administrative Agent or any of the Lenders, actionsthe effectiveness, causes genuineness, validity, collectibility or enforceability of actionthe Credit Agreement or any of the other Loan Documents, suitsthe Obligations, 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 Borrowerthe Liens securing such Obligations, or any of its successors, assigns, the terms 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 conditions of any circumstanceLoan Document and (b) it does not possess and hereby completely, actionvoluntarily, cause or thing whatsoever which arises at knowingly, and unconditionally releases and forever discharges the Administrative Agent, each of the Lenders, each of their advisors, professionals and employees, each affiliate of the foregoing and all of their respective successors and assigns (collectively, the “Releasees”), from any time on or prior to the day and date of this Amendmentall claims, actions, suits, and other liabilities, including, without limitation, for any so-called “lender liability” claims or on account ofdefenses (collectively, “Claims”), whether arising in law or in relation equity, which any of the Releasors ever had, now has or hereinafter can, shall or may have against any of the Releasees for, upon or by reason of any matter, cause or thing whatsoever from time to time occurred on or prior to the date hereof, in any way concerning, relating to, or in arising from (i) any way in connection with of the Loan AgreementReleasors, (ii) the Secured Obligations, (iii) the Collateral, (iv) the Credit Agreement or any of the other Loan Documents Documents, (v) the financial condition, business operations, business plans, prospects or transactions thereunder or related thereto. Borrower 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 creditworthiness of the provisions Company, and (vi) the negotiation, documentation and execution of such releasethis Waiver and any documents relating hereto. Borrower agrees The Releasors hereby acknowledge 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 they have been advised by legal counsel of the release set forth abovemeaning and consequences of this release.

Appears in 2 contracts

Samples: Credit Agreement (Medical Action Industries Inc), Credit Agreement (Medical Action Industries Inc)

Release. In consideration Each of the agreements of Collateral Agent Parent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, for itself and on behalf of itself and its successorsheirs, assigns, and other legal representatives, hereby fullyaffiliates, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, hereby: (a) expressly waives, releases and relinquishes any and all defenses, affirmative defenses, setoffs, claims, counterclaims and causes of action of any kind or nature whatsoever which the Borrower has asserted, or might assert, against Healthtronics or any of its present and former affiliates or any shareholders, affiliatesmembers, subsidiariespartners, divisions, predecessorsemployees, directors, officers, attorneysrepresentatives or agents of Healthtronics or any of its affiliates (collectively, employeesthe “Released Parties”) with respect to the Promissory Notes or the indebtedness evidenced thereby, agents or with respect to any other documents or instruments now or heretofore evidencing, securing or in any way relating to the Promissory Notes or the indebtedness evidenced thereby, including without limitation the Purchase Agreement, or with respect to any other matter, cause or thing relating in any way to the Promissory Notes or the Purchase Agreement; (b) expressly remises, releases, acquits, satisfies and other representatives (Agent, Lenders forever discharges each Released Party 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, actionsbonds, causes of actionwarranties, suitsrepresentatives, covenants, promises, contracts, controversies, agreements, promisesliabilities, sums of moneyobligations, accountsexpenses, billsdamages, reckoningsjudgments, damages and any and all other executions, actions, claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever causes of every name and natureaction of any nature whatsoever, known or unknown, suspected or unsuspected, both whether at law and or in equity, which Borrower, or any of its successors, assigns, or other legal representatives may either now accrued or hereafter ownmaturing, holdwhich the Borrower now has or hereafter can, shall or may 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 thing, from the beginning of the world to and including the date hereof relating in any time on or prior way to the day and date of this AmendmentPromissory Notes, includingincluding specifically, but without limitation, for matters arising out of or relating to: (i) the Promissory Notes or the indebtedness evidenced thereby, including but not limited to, the administration thereof; (ii) the exercise or attempted exercise by any Released Party of any of its rights and remedies against the Borrower or the assets thereof on account of, of any Event of Default or in relation to, otherwise; (iii) any other agreement or transaction between the Borrower and any Released Party relating in any way to the Promissory Notes and (iv) any Event of Default; and (c) expressly covenants and agrees 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 Released Party by reason of or in connection with the Loan Agreement, or any of the other Loan Documents foregoing matters, claims or transactions thereunder or related thereto. Borrower 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 causes of action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Borrower 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 set forth above.

Appears in 2 contracts

Samples: Promissory Notes (SANUWAVE Health, Inc.), Promissory Notes (SANUWAVE Health, Inc.)

Release. In consideration of the agreements of Collateral Agent payments and benefits provided to Executive under the Employment Agreement, Executive and each Lender contained herein of the Executive’s respective heirs, executors, administrators, representatives, agents, successors and for other good and valuable considerationassigns (collectively, the receipt “Executive Releasors”) hereby irrevocably and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises release and forever discharges Collateral Agent discharge the Company, NorthStar Asset Management Group, Inc. (“NSAM”), NRF, any NSAM Managed Company (as defined in the Employment Agreement) and each Lender, and its successors and assigns, and its present and former shareholderstheir respective subsidiaries, affiliates, subsidiariespredecessors and successors (collectively, divisionsthe “Company Group”) and their respective officers, predecessorsemployees, directors, officers, attorneys, employees, shareholders and agents and other representatives (Agent, Lenders “Company Releasees”) from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demandsclaims, actions, causes of action, suitsrights, covenantsjudgments, contractsobligations, controversiesdamages, agreementsdemands, promisesaccountings or liabilities of whatever kind or character (collectively, 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 on or prior to the day and date of this Amendment“Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, regardless of whether based on any statute or the common law, including without limitation Claims of breach of contract, Claims based on tortious conduct, statutory or common law employment discrimination Claims, Claims for payment of salary or on account ofwages and Claims for attorney’s fees, regardless of whether known or in relation to, or in any way in connection with the Loan Agreement, unknown to Executive or any of the other Loan Documents Executive Releasors, that any of the Executive Releasors may have, or transactions thereunder in the future may possess, arising out (i) of Executive’s employment relationship with and service as an employee, officer or related thereto. Borrower understandsdirector of any member of the Company Group, acknowledges and agrees the termination of such relationship or service and (ii) any other event, condition, circumstance or obligation that occurred, existed or arose on or prior to the release date hereof; provided, however, that notwithstanding anything else herein to the contrary, Executive is not releasing any Claims with respect to: (i) the payments and entitlements due to him under Section 6 of the Employment Agreement, (ii) any rights pursuant to any bonus, stock, equity-based compensation or LTIP or partnership awards awarded or granted by any member of the Company Group, (iii) his right to be reimbursed unreimbursed business expenses incurred through his termination date, (iv) his rights to be indemnified and covered under directors’ and officers’ liability insurance policies as set forth above may in Section 2.7 of the Employment Agreement as well as any indemnification agreement entered into between Executive and any member of the Company Group, (v) his rights to be pleaded indemnified pursuant to the bylaws or other corporate governance documents of any member of the Company Group or to be covered under any applicable directors’ and officers’ liability insurance policies, or (vi) his rights as a full and complete defense and may be used as a basis for an injunction against shareholder of any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach member of the provisions of such release. Borrower 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 set forth aboveCompany Group.

Appears in 2 contracts

Samples: Executive Employment Agreement (NorthStar Asset Management Group Inc.), Executive Employment Agreement (NorthStar Asset Management Group Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender the Required Holders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowerthe Company, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent New York Life and each Lender, Noteholder and its their respective successors and assigns, and its their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (AgentNew York Life, Lenders the Noteholders and all such other persons 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-set off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, the Company 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 on or prior to the day and date of this Amendment, including, without limitation, Agreement for or on account of, or in relation to, or in any way in connection with the Loan Agreement, NYL Note Facility or any of the other Loan Financing Documents or transactions thereunder or related thereto. Borrower The Company 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. Borrower The Company 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 set forth above. The Company acknowledges and agrees that the Releasees have fully performed all obligations and undertakings owed to the Company under or in any way in connection with the NYL Note Facility or any of the other Financing Documents or transactions thereunder or related thereto as of the date hereof.

Appears in 2 contracts

Samples: Master Note Facility (MSA Safety Inc), sec.report

Release. Each of the Borrower and each Guarantor may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Credit Agreement or the other Loan Documents. The Administrative Agent, the Lenders, the Lead Arranger, the Co-Lead Arranger, the Issuing Lender, the Swingline Lender, the Borrower and the Guarantors desire to resolve each and every one of such Claims in conjunction with the execution of this Amendment and thus each of the Borrower and each Guarantor makes the releases contained in this Section 11. In consideration of the agreements of Collateral Administrative Agent and the Lenders entering into this Amendment, each Lender contained herein of the Borrower and for other good each Guarantor hereby fully 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 fully, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent and each of the Administrative Agent, the Lenders, the Issuing Lender, the Swingline Lender and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, their respective directors, officers, employees, subsidiaries, branches, affiliates, attorneys, employeesagents, agents representatives, successors and other representatives (Agent, Lenders assigns and all such other persons being hereinafter referred to collectively as persons, firms, corporations and organizations acting on any of their behalves (collectively, the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from any and all demandsclaims, actionsallegations, 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, costs or demands and liabilities whatsoever liabilities, of every name and whatever kind or nature, from the beginning of the world to the date on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, both at law and in equityanticipated or unanticipated, which Borrowerthe Borrower or any Guarantor has, had, claims to have had or hereafter claims to have against the Released Parties by reason of any act or omission on the part of the Released Parties, or any of its successorsthem, 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 on or occurring prior to the day date on which this Amendment is executed, including all such loss or damage of any kind heretofore sustained or that may arise as a consequence of the dealings among the parties up to and including the date on which this Amendment is executed, including the administration or enforcement of this Amendmentthe Loans, includingthe Obligations, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, Credit Agreement or any of the other Loan Documents (collectively, all of the foregoing, the “Claims”). Each of the Borrower and each Guarantor represents and warrants that it has no knowledge of any claim by it against the Released Parties or transactions thereunder of any facts or related theretoacts of omissions of the Released Parties which on the date hereof would be the basis of a claim by the Borrower or any Guarantor against the Released Parties which is not released hereby. Each of the Borrower understands, acknowledges and agrees each Guarantor represents and warrants that the release set forth above may be pleaded as foregoing constitutes 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 release of the provisions of such release. Borrower 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 set forth aboveall Claims.

Appears in 2 contracts

Samples: Credit Agreement (Everyday Health, Inc.), Credit Agreement (Everyday Health, Inc.)

Release. In (a) Director acknowledges that he has no existing claims or defenses, personal or otherwise, or rights of set off whatsoever against Saehan, except as expressly provided herein. For and in consideration of the agreements consummation of Collateral Agent the Merger and each Lender contained herein the other transactions contemplated by the Merger Agreement, Director, for himself and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself his heirs and assigns (the “Director Releasing Parties”), releases, acquits and forever discharges Saehan and its Subsidiaries, predecessors, successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officers, attorneys, employees, agents and other representatives (Agentservants, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)persons, natural or corporate, in privity with them or any of and them, 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 claimsclaims or causes of action of any kind whatsoever, counterclaimsat common law, defensesstatutory or otherwise, rights which the Director Releasing Parties, or any of set-offthem, demands and liabilities whatsoever of every name and naturehas, known or unknown, suspected now existing or unsuspected, both at law and that may hereafter arise 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 respect of any circumstance, action, cause or thing whatsoever which arises at any time and all agreements and obligations incurred on or prior to the day and date of this Amendment, including, without limitation, for or on account ofhereof, or in relation torespect of any event occurring or circumstances existing on or prior to the date hereof; provided, however, that Saehan and its Subsidiaries shall not be released from any obligations or liabilities to Director in connection with any way deposits, accounts, fees, accrued benefits or other written contractual obligations of Saehan to Director as set forth on Schedule 1 attached hereto or any potential claim for indemnification under Saehan’s articles of incorporation or bylaws (in each case as in existence on the date hereof) for any matters arising in connection with the Loan Agreement, Director’s service as a director or officer of Saehan or any of Saehan Subsidiary relating to acts, circumstances, actions or omissions arising on or prior to the other Loan Documents or transactions thereunder or related thereto. Borrower understands, acknowledges and agrees that date hereof to 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 extent such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be claims have not been asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth aboveare not known to Director.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Wilshire Bancorp Inc), Voting and Non Solicitation Agreement (Wilshire Bancorp Inc)

Release. In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 US-DOCS\99874472.3 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 set forth above.

Appears in 2 contracts

Samples: Loan and Security Agreement, Loan and Security Agreement (Scynexis Inc)

Release. (a) In consideration of the agreements of Collateral Agent and each Lender Lenders 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents agents, legal representatives and other representatives (Borrower and all such other Persons being hereinafter referred to collectively as the "Releasing Parties" and individually as a "Releasing Party"), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent, each Lender, and each of their respective successors and assigns, and their respective present and former shareholders, members, managers, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives and other representatives (Agent, Lenders and all such other persons Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from any and 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-offset‑off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name kind and nature, known or unknown, suspected or unsuspected, both at law and or in equity, which Borrower, any Releasing Party 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 on or prior to the day and date of this AmendmentAgreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with this Agreement, the Loan Agreement, or any of the other Loan Documents or any of the transactions thereunder hereunder or related theretothereunder. Borrower understands, acknowledges and agrees Releasing Parties hereby represent to the Releasees 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 they have not assigned or transferred any interest in any Claims against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of Releasee prior to the provisions of such release. Borrower 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 set forth abovedate hereof.

Appears in 2 contracts

Samples: Waiver And (Enphase Energy, Inc.), Consent And (Enphase Energy, Inc.)

Release. In As additional consideration for the execution, delivery and performance of this Fourth Amendment by the agreements of parties hereto and to induce the Administrative Agent, the Collateral Agent and each Lender contained herein and for other good and valuable considerationthe Lenders to enter into this Fourth Amendment, the receipt Borrower warrants and sufficiency represents to the Administrative Agent, the Collateral Agent and the Lenders that no facts, events, statuses or conditions exist or have existed which, either now or with the passage of which are time or giving of notice, or both, constitute or will constitute a basis for any claim or cause of action against the Administrative Agent, the Collateral Agent or any Lender or any defense to (i) the payment of Obligations under the Revolving Notes and/or the Loan Documents, or (ii) the performance of any of its obligations with respect to the Revolving Notes and/or the Loan Documents. In the event any such facts, events, statuses or conditions exist or have existed, Borrower unconditionally and irrevocably hereby acknowledgedRELEASES, BorrowerRELINQUISHES and forever DISCHARGES Administrative Agent, on behalf of itself the Collateral Agent and its the Lenders, as well as their predecessors, successors, assigns, and other legal representativesagents, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersshareholders, attorneys, employees, agents employees and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)representatives, 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, counterclaimsdemands, defensesactions and causes of action of any and every kind or character, rights of set-off, demands and liabilities whatsoever of every name and nature, known past or unknown, suspected or unsuspected, both at law and in equitypresent, which Borrower, or Borrower may have against any of its them or their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives arising out of or other legal representatives may now with respect to (a) any right or hereafter ownpower to bring any claim for usury or to pursue any cause of action based on any claim of usury, hold, have or claim and (b) any and all transactions relating 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 on or Loan Documents occurring prior to the day and date hereof, including any loss, cost or damage, of this Amendmentany kind or character, including, without limitation, for or on account of, or in relation to, arising out of or in any way connected with or in connection with any way resulting from the Loan Agreementacts, actions or omissions of any of the other Loan Documents or transactions thereunder or related thereto. Borrower understandsthem, acknowledges and agrees that the release set forth above may be pleaded as a full their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and complete defense and may be used as a basis for an injunction against representatives, including any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander or conspiracy, but in each case only to the provisions of such releaseextent permitted by applicable Law. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now The parties hereto have executed this Fourth Amendment in multiple counterparts to be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature effective as of the release set forth aboveFourth Amendment Effective Date.

Appears in 2 contracts

Samples: Credit Agreement (Quest Resource Corp), Credit Agreement (Quest Energy Partners, L.P.)

Release. In consideration of Consultant, for himself and his heirs, executors, administrators, successors and assigns (hereinafter collectively referred to as the agreements of Collateral 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“Releasors”), hereby fullyfully releases and discharges the Company, absolutelyits parents, unconditionally and irrevocably releasessubsidiaries, remises and forever discharges Collateral Agent and each Lenderaffiliates, and its insurers, successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorstheir respective officers, directors, officers, attorneys, employees, related parties and agents and other representatives (Agent, Lenders and all such other persons persons, firms, corporations and entities being hereinafter deemed beneficiaries hereof and are referred to collectively herein as the “Releasees” and individually as a “ReleaseeRelated Parties”), of from any and from all demands, actions, causes of action, suitsclaims, covenantsobligations, contractscosts, controversieslosses, agreements, promises, sums of money, accounts, bills, reckoningsliabilities, damages and demands of whatsoever character, whether or not known, suspected or claimed, which the Releasors have, from the beginning of time through the date on which Consultant signs this Release, including, but not limited to, (a) any and all other claims or rights arising out of, or which might be considered to arise out of or to be connected in any way with, Consultant’s relationship with the Company and its past, current and future parents, subsidiaries and affiliates (collectively, the “Company Entities”) or the termination of Consultant’s relationship with the Company Entities; (b) any claims under any contracts, agreements or understandings Consultant may have with any of the Related Parties, written or oral, at any time prior to the date hereof (including, but not limited to, under the Employment Agreement and/or the CIC Agreement); (c) with respect to any claims (including proofs of 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, ) asserted against the Company or any of its successorsaffiliated debtors in possession in their pending Chapter 11 cases; and (d) any claims or causes of action arising under any federal, assignsstate or local law, rule or ordinance, tort, express or implied contract, public policy or any other obligation, or any tangible or intangible property of Consultant’s that remains with the Company, and any other legal representatives may now applicable laws, regulations and rules, whether arising under any contract (express or hereafter ownimplied), holdagreement, have statute, regulation, ordinance, common law, public policy or claim any other source. Consultant specifically intends this Release to be the broadest possible release permitted under law. Notwithstanding the foregoing, Consultant shall not be deemed to have against released (i) any obligations undertaken within the Releasees Letter Agreement, this Release or any future claims Consultant may have arising from or related to a breach of them forthe Letter Agreement or this Release; (ii) any claims to indemnification to which Consultant may be entitled under the Company’s certificate of incorporation, uponbylaws, indemnification agreements, directors and officers insurance policies, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or applicable law with respect to the period prior to the day Post-Emergence Consulting Period; (iii) any claims or rights which cannot be waived by law; (iv) any vested and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in non-forfeitable benefits under any way in connection with employee benefit plan; and (v) claims related to facts concealed by the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth aboveCompany.

Appears in 2 contracts

Samples: Letter Agreement (Avaya Holdings Corp.), Letter Agreement (Avaya Holdings Corp.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 the 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 on or prior to the day and date of this Amendment, including, without limitation, 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. The Borrower 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. The Borrower 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 set forth above.

Appears in 2 contracts

Samples: Loan and Security Agreement (Neuronetics, Inc.), Loan and Security Agreement (Neuronetics, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, the Lenders 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 any 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Each Borrower 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 Borrower 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 set forth above. Each 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 THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. The provisions of this section shall survive payment in full of the Secured Obligations, full performance of all the terms of this Amendment and the other Loan Documents.

Appears in 2 contracts

Samples: Loan and Security Agreement (Kaleido Biosciences, Inc.), Loan and Security Agreement (Kaleido Biosciences, Inc.)

Release. In As additional consideration for the execution, delivery and performance of this Sixth Amendment by the agreements of Collateral Agent parties hereto and each Lender contained herein and for other good and valuable considerationto induce the Administrative Agent, the receipt Collateral Agent, the Syndication Agent, the Documentation Agent, and sufficiency the Lenders to enter into this Sixth Amendment, the Borrower warrants and represents to the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent, and the Lenders that no facts, events, statuses or conditions exist or have existed which, either now or with the passage of which are time or giving of notice, or both, constitute or will constitute a basis for any claim or cause of action against the Administrative Agent, the Collateral Agent, the Syndication Agent, the Documentation Agent, or any Lender or any defense to (i) the payment of Obligations under the Term Notes and/or the Loan Documents, or (ii) the performance of any of its obligations with respect to the Term Notes and/or the Loan Documents. In the event any such facts, events, statuses or conditions exist or have existed, Borrower unconditionally and irrevocably hereby acknowledgedRELEASES, BorrowerRELINQUISHES and forever DISCHARGES Administrative Agent, on behalf of itself the Collateral Agent, the Syndication Agent, the Documentation Agent, and its the Lenders, as well as their predecessors, successors, assigns, and other legal representativesagents, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsofficers, directors, officersshareholders, attorneys, employees, agents employees and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)representatives, 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, counterclaimsdemands, defensesactions and causes of action of any and every kind or character, rights of set-off, demands and liabilities whatsoever of every name and nature, known past or unknown, suspected or unsuspected, both at law and in equitypresent, which Borrower, or Borrower may have against any of its them or their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and representatives arising out of or other legal representatives may now with respect to (a) any right or hereafter ownpower to bring any claim for usury or to pursue any cause of action based on any claim of usury, hold, have or claim and (b) any and all transactions relating 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 on or Loan Documents occurring prior to the day and date hereof, Sixth Amendment to Quest Cherokee Second Lien Senior Term Loan Agreement including any loss, cost or damage, of this Amendmentany kind or character, including, without limitation, for or on account of, or in relation to, arising out of or in any way connected with or in connection with any way resulting from the Loan Agreementacts, actions or omissions of any of the other Loan Documents or transactions thereunder or related thereto. Borrower understandsthem, acknowledges and agrees that the release set forth above may be pleaded as a full their predecessors, successors, assigns, agents, officers, directors, shareholders, employees and complete defense and may be used as a basis for an injunction against representatives, including any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander or conspiracy, but in each case only to the provisions of such release. Borrower 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 set forth aboveextent permitted by applicable Law.

Appears in 2 contracts

Samples: Senior Term Loan Agreement (Quest Resource Corp), Senior Term Loan Agreement (Quest Energy Partners, L.P.)

Release. In For and in consideration of PLK entering into the agreements of Collateral Agent Transaction Documents, and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged, Borrowerthe Investor Parties, on behalf of itself themselves and its successorstheir respective Affiliates (the “Releasing Parties”), assignssolely with respect to matters arising at any time through the date of this letter agreement, hereby remise, release, acquit, satisfy, and other legal representativesforever discharge PLK, hereby fully, absolutely, unconditionally its Affiliates and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorstheir respective officers, directors, officersagents, attorneysemployees subsidiaries, employeesparent corporation, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as of their assignees (individually and together the “Releasees” and individually as a “ReleaseeReleased Parties”), of and from all demands, manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, sums of moneyvariances, accountstrespasses, billsdamages, reckoningsjudgments, damages and any and all other executions, claims, counterclaimsand demands whatsoever, defensesin law or in equity, rights which Releasing Parties, or any of set-offthem, demands and liabilities whatsoever ever had, now has, or which any their respective successors or assigns (but, for the avoidance of every name and naturedoubt, solely with respect to matters arising at any time through the date of this letter agreement) hereafter can, shall, or may have, whether known or unknown, suspected or unsuspected, both at law and in equity, which Borroweragainst the Released Parties, or any of its successorsthem, 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 circumstancematter, actioncause, cause or thing whatsoever which arises at any time on or prior whatsoever, including with respect to the day Popeyes®, Tim Hortons® and Burger King® brands other than matters relating to the Transaction Documents. For the avoidance of doubt, notwithstanding anything to the contrary under this letter agreement, this Section II does not amend, modify, waive, abridge or provide any form of release with respect to (i) any of the Transaction Documents or any of PLK’s representations, warranties and covenants included therein and (ii) any claims that may arise after the date of this Amendmentletter agreement, includingincluding but not limited to contracts, agreements or documents with respect to other brands unrelated to Popeyes® (including without limitation, 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. Borrower understands, acknowledges limitation to Tim Hortons 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. Borrower 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 set forth aboveBurger King).

Appears in 2 contracts

Samples: Share Purchase Agreement (TH International LTD), Share Purchase Agreement (TH International LTD)

Release. In consideration of, among other things, Lender’s execution and delivery of this Agreement, each of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable considerationParent, the receipt and sufficiency of which are hereby acknowledgedCompany, Borrower, any party claiming on behalf of itself the Parent or the Company, the Parent or the Company’s equityholders and its successors, assigns, residual claimants and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its the respective successors and assignsassigns of each (collectively, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeReleasors”), hereby forever agrees and covenants not to xxx or prosecute against the Releasees (as defined in this Section 4.20) and hereby forever waives, releases and discharges each Releasee from, any and all claims (including, without limitation, cross-claims, counterclaims, rights of set-off and from all demandsrecoupment), actions, causes of action, suits, debts, accounts, interests, Liens, promises, warranties, damages and consequential and punitive damages, demands, agreements, bonds, bills, specialties, covenants, contracts, controversies, agreementstorts, promisesvariances, sums trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the “Claims”), that such Releasor now has or hereafter may have, of moneywhatsoever nature and kind, 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, whether known or unknown, suspected or unsuspected, both whether arising at law and or in equity, which Borroweragainst Lender in any capacity and its shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors, auditors, consultants, Affiliates and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or any of its successorsin part on facts whether or not now known, 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 existing on or prior to before the day and date of this Amendmenthereof, including, without limitation, for or on account of, or in relation that relate to, arise out of or in any way otherwise are in connection with the Loan Agreement, this Agreement or any of the other Loan Transaction Documents or any transactions thereunder contemplated thereby or related thereto. Borrower understandsany acts or omissions in connection therewith or the negotiation thereof, acknowledges and agrees provided, however, that the foregoing shall not release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against Lender from its express obligations under this Agreement or any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the Transaction Documents. The provisions of such release. Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered this Section 4.20 shall affect in survive the expiration and termination of this Agreement and any manner the final, absolute and unconditional nature of the release set forth aboveTransaction Documents.

Appears in 2 contracts

Samples: Note Purchase Agreement (Odyssey Marine Exploration Inc), Note Purchase Agreement (Odyssey Marine Exploration Inc)

Release. In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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, 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 set forth above.

Appears in 2 contracts

Samples: Loan and Security Agreement (Exicure, Inc.), Loan and Security Agreement (Exicure, Inc.)

Release. In consideration (a) Effective on the date hereof, each of the agreements of Collateral Agent Borrower and, for itself 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 representativesofficers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through such Person, hereby fullywaives, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent Lender, each of its Affiliates, and each Lenderof their respective successors in title, and its successors and assignspast, and its present and former shareholdersfuture officers, affiliatesdirectors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, divisionsshareholders, predecessors, directors, officers, attorneys, employeestrustees, agents and other representatives (Agent, Lenders professionals and all such other persons being hereinafter referred and entities to collectively as whom the Lender would be liable if such persons or entities were found to be liable to Borrower (each a “Releasee” and collectively, the “Releasees” and individually as a “Releasee”), of from any and from all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, actionsobligations, liabilities, causes of action, suitsdamages, covenantslosses, contractscosts and expenses of any kind or character, controversieswhether based in equity, agreementslaw, promisescontract, sums of moneytort, accountsimplied or express warranty, billsstrict liability, reckoningscriminal or civil statute or common law (each a “Claim” and collectively, damages and any and all other claimsthe “Claims”), counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, both at law and in equitywhich Borrower ever had from the beginning of the world, which Borrowernow has, or any of its successors, assigns, or other legal representatives may now or might hereafter own, hold, have or claim to have against the Releasees any such Releasee which relates, directly or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior indirectly to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement, any other Loan Document, or to any acts or omissions of any such Releasee with respect to the Loan Agreement or any of the other Loan Documents Document, or transactions thereunder or related thereto. Borrower understandsto the lender-borrower relationship evidenced by the Loan Documents, acknowledges except for the duties and agrees that the release obligations set forth above may be pleaded as a full in this Amendment. As to each and complete defense every claim released hereunder, Borrower hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and may be used as a basis for an injunction against any actionhaving been so advised, suit or other proceeding which may be instituted, prosecuted or attempted in breach specifically waives the benefit of the provisions of such release. Borrower 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 Section 1542 of the release set forth aboveCivil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Appears in 2 contracts

Samples: Loan and Security Agreement (Freshpet, Inc.), Loan and Security Agreement (Freshpet, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, 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 Collateral 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, Lenders 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 Borrowersuch Loan Party, 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 on or prior to the day and date execution of this Amendment, including, without limitation, 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. Borrower 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. Borrower Each Loan Party 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. Each Loan Party 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 THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Appears in 2 contracts

Samples: Loan and Security Agreement (ATAI Life Sciences N.V.), Loan and Security Agreement (ATAI Life Sciences N.V.)

Release. In consideration From and after the Closing, Sellers shall not have any right of contribution or indemnification against the Target Companies or any of their Subsidiaries and shall otherwise hold the Target Companies and their Subsidiaries harmless for any amounts paid to any Purchaser Indemnified Party as a result of any claim arising from or relating to a breach by Sellers of any of their representations, warranties, covenants or other agreements contained herein. Notwithstanding the foregoing, it is understood and agreed that Sellers have made certain claims in respect of the agreements purchase by Parent Seller of Collateral Agent US Target Units pursuant to the terms of the US Target Agreement and each Lender contained herein Plan of Merger and for other good that any such rights Sellers may have against the former stockholders of US Target shall be unaffected by this Agreement, including this Section 8.9. Effective as of the Closing, Sellers, on their own behalf and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself each of their past, present and its successorsfuture Affiliates, assigns, beneficiaries and other legal representativesassigns (“Related Persons”), hereby fully, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent each Target Company and each Lenderof its past, present and its future Affiliates, Subsidiaries, stockholders, members, successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, their respective officers, attorneysdirectors and employees (each individually, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee” and collectively, “Releasees”), of from any and from all claims, demands, actionsproceedings, causes of action, suitscourt orders, covenantsobligations, contracts, controversiesagreements (express or implied), agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands debts and liabilities whatsoever (collectively, “Claims”) under or relating to the Units, the Target Companies, the Subsidiaries of every name and naturethe Target Companies or their respective predecessors in interest (including, without limitation, any liability or obligation arising under or pursuant to any employment agreement or other compensation arrangement), whether known or unknown, suspected or unsuspected, both at law and in equity, which BorrowerSellers or any of their Related Persons now has, has ever had or hereafter has against the respective Releasees; provided, however, that (i) Sellers do not release any Claims arising out of, relating to, in connection with, caused by, or by virtue of, any breach by Purchaser of, or any obligation of its successorsPurchaser under, assignsany provision of this Agreement, or other legal representatives may now or hereafter ownthe Transition Services Agreement and the Space Sharing Agreements, hold, have or including any claim for indemnification pursuant to have this Agreement; and (ii) Sellers do not release any claims against the Releasees or any Company Stockholders (as defined in the US Target Agreement and Plan of them forMerger) arising out of, uponrelating to, in connection with, caused by, or by reason virtue of, any breach by US Target under any provision of any circumstance, action, cause or thing whatsoever which arises at any time on or the US Target Agreement and Plan of Merger. Sellers have provided Purchaser with a complete list of all claims previously made by Seller under the US Target Agreement and Plan of Merger and Sellers shall promptly notify Purchaser in writing prior to making any such claim following the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 set forth abovehereof.

Appears in 2 contracts

Samples: Purchase Agreement (Limelight Networks, Inc.), Purchase Agreement (DG FastChannel, Inc)

Release. In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 set forth above.

Appears in 2 contracts

Samples: Loan and Security Agreement (Verastem, Inc.), Loan and Security Agreement (Verastem, Inc.)

Release. In consideration Notwithstanding any other provision of this Agreement and subject to the agreements limitations the last sentence of Collateral Agent and this Section 9.10 sets forth, each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are Seller hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises releases and forever discharges Collateral Agent discharges, effective as of and each Lenderforever after the Closing, to the fullest extent Applicable Law permits, the Buyer and its successors and assignspast, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessorsfuture officers, directors, officers, attorneys, employees, agents and other representatives affiliates (Agentincluding the Company) (collectively, Lenders the "Released Parties") from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)debts, of and from all liabilities, obligations, claims, demands, actions, actions or causes of action, suits, covenantsjudgments or controversies of any kind whatsoever (collectively, contracts"Pre-Closing Claims") against the Company that arise out of or are based on any agreement or understanding or act or failure to act (INCLUDING ANY ACT OR FAILURE TO ACT THAT CONSTITUTES ORDINARY OR GROSS NEGLIGENCE OR RECKLESS OR WILLFUL, controversiesWANTON MISCONDUCT), agreementsmisrepresentation, promisesomission, sums transaction, fact, event or other matter occurring prior to the time of moneythe Closing (whether based on any law, accountsregulation, billsright of action, reckoningsat law or in equity, damages and any and all other claimsor otherwise, counterclaimsforeseen or unforeseen, defenses, rights of set-off, demands and liabilities whatsoever of every name and naturematured or unmatured, known or unknown, suspected accrued or unsuspectednot accrued) (collectively, both at law "Pre-Closing Matters"), including without limitation: (i) claims by such Seller with respect to payment of royalties or repayment of loans or indebtedness; (ii) any rights, titles and in equityinterests in, to or under any agreements, arrangements or understandings to which Borrowersuch Seller is a party; and (iii) claims by such Seller with respect to dividends, violation of preemptive rights, or any payment of its successors, assigns, salaries 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, compensation or in any way arising out of or in connection with the Loan AgreementSeller's employment with the Company, the cessation of that employment, the Seller's status as an officer, director or stockholder of the Company or otherwise (but excluding any and all claims in respect of accrued and unpaid cash compensation owing to the Seller at such rates or in such amounts, as the case may be, as have been in effect for the six months preceding the Closing Date and benefits accrued under each Company benefit plan). Each Seller also agrees not to file or bring any proceeding before any Governmental Entity on the basis of or respecting any Pre-Closing Claim concerning any Pre-Closing Matter against any Released Party. Each Seller (i) acknowledges that he fully comprehends and understands all the terms of this Section 9.10 and their legal effects and (ii) expressly represents and warrants that (A) he is competent to effect the release made in this Section 9.10 knowingly and voluntarily and without reliance on any statement or representation of any Released Party or its representatives and (B) he had the opportunity to consult with an attorney of his choice regarding this Section 9.10. This Section 9.10 will not affect the rights of the Sellers under this Agreement or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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 document entered in breach of the provisions of such release. Borrower 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 set forth aboveconnection with this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (Riney Rodger O), Purchase Agreement (Riney Rodger O)

Release. In consideration of the agreements of Collateral 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 Collateral 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, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower Xxxxxxxx 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. Borrower Xxxxxxxx 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 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 THE RELEASE AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY

Appears in 2 contracts

Samples: Loan and Security Agreement (HilleVax, Inc.), Loan and Security Agreement (HilleVax, Inc.)

Release. In consideration of order to induce the agreements of Collateral Agent and each Lender contained herein and for other good and valuable considerationthe Banks to enter into this Credit Agreement, the receipt Borrower acknowledges and sufficiency agrees that: (i) the Borrower has no claim or cause of which are hereby acknowledged, Borrower, on behalf action against the Agent or any Bank (or any of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, their respective directors, officers, attorneysemployees or agents); (ii) the Borrower has no offset right, employeescounterclaim or defense of any kind against any of its obligations, agents indebtedness or liabilities to the Agent or any Bank; and other representatives (iii) each of the Agent and the Banks has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower. The Borrower wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect the Agent's or any of the Banks' rights, Lenders interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all such liabilities, obligations, duties, promises or indebtedness of any kind of the Agent or any Bank to the Borrower, except the obligations to be performed by the Agent or any Bank on or after the date hereof as expressly stated in this Credit Agreement and the other persons being hereinafter referred to collectively as the “Releasees” Loan Documents, and individually as a “Releasee”)(B) all claims, of and from all demands, actionsoffsets, causes of action, suitssuits or defenses of any kind whatsoever (if any), covenantswhether arising at law or in equity, 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, whether known or unknown, suspected or unsuspectedwhich the Borrower might otherwise have against the Agent, both at law and in equity, which Borrower, any Bank or any of its successorstheir respective directors, assignsofficers, employees or other legal representatives may now agents, in either case (A) or hereafter own(B), hold, have or claim to have against the Releasees or any of them for, upon, or by reason on account of any circumstancepast or presently existing condition, actionact, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower agrees that no factomission, event, circumstancecontract, evidence liability, obligation, indebtedness, claim, cause of action, defense, circumstance or transaction which could now be asserted or which may hereafter be discovered shall affect in matter of any manner the final, absolute and unconditional nature of the release set forth abovekind.

Appears in 2 contracts

Samples: Inventory and Receivables Revolving Credit Agreement (Silverleaf Resorts Inc), Revolving Credit Agreement (Silverleaf Resorts Inc)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowereach Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral 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, Lenders 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 Borrowerany Loan Party, 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 on or prior to the day and date of this Amendment, including, without limitation, 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. Borrower 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. Borrower 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 set forth above.

Appears in 2 contracts

Samples: Loan and Security Agreement (Axovant Sciences Ltd.), Loan and Security Agreement (Axovant Sciences Ltd.)

Release. In consideration of the agreements of Collateral Agent Executive’s employment with the Company after the Closing and the payments and benefits to be provided to the Executive hereunder (which such payments and benefits were negotiated in part, as consideration for the release in this Section 10.8), and after consultation with counsel, the Executive and each Lender contained herein of the Executive’s respective heirs, executors, administrators, representatives, agents, successors and for other good and valuable considerationassigns (collectively, the receipt “Releasors”) hereby irrevocably and sufficiency of which are hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises release and forever discharges Collateral Agent and discharge the Company, the Prior Company, each Lender, and its successors and assigns, and its present and former shareholders, affiliatesof their respective precedecessors, subsidiaries, divisionsand affiliates, predecessorsand each of their respective officers, employees, directors, officers, attorneys, employees, shareholders and agents and other representatives (Agent, Lenders “Releasees”) from any and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demandswaivable claims, actions, causes of action, suitsrights, covenantsjudgments, contractsobligations, controversiesdamages, agreementsdemands, promisesaccountings or liabilities of whatever kind or character (collectively, 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 on or prior to the day and date of this Amendment“Claims”), including, without limitation, for any Claims under any federal, state, local or on account offoreign law, that the Releasors may have, or in relation tothe future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Prior Company through the date hereof, and (ii) any other event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the Executive does not release, discharge or waive (i) any rights to payment for accrued, but unpaid, paid-time off arising from service with the Prior Company, (ii) any rights or Claims that are not legally waivable, or (iii) any Claims for age discrimination under the Federal Age Discrimination in any way in connection with Employment Act of 1967, as amended, and the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related theretoapplicable rules and regulations promulgated thereunder. Borrower understands, The Executive acknowledges and agrees that the Executive may hereafter discover Claims or facts in addition to or different from those which the Executive now knows or believes to exist with respect to the subject matter of this release set forth above and which, if known or suspected at the time of executing this release, may be pleaded have materially affected this release or the Executive’s decision to enter into it. Nevertheless, the Releasors hereby waive any right or Claim that might arise 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 result of such release. Borrower agrees that no fact, event, circumstance, evidence different or transaction which could now be asserted additional Claims or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth abovefacts.

Appears in 2 contracts

Samples: Employment Agreement (Alj Regional Holdings Inc), Employment Agreement (Alj Regional Holdings Inc)

Release. In consideration of the agreements of Collateral 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 fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, and its successors and assigns, and its present and *Confidential Treatment Requested former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders 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 on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan and Security Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth above.

Appears in 2 contracts

Samples: Loan and Security Agreement (Sorrento Therapeutics, Inc.), Loan and Security Agreement (Sorrento Therapeutics, Inc.)

Release. In consideration of the agreements of Collateral Agent and each Lender Noteholder contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BorrowerCompany, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Collateral Agent and each Lender, Noteholder and its successors and assigns, and its present and former shareholders, affiliatespredecessors, subsidiaries, divisions, predecessorspartners (including limited partners), directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all claims, 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 (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Company 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 on or prior to the day and date of this Amendment, including, without limitation, for Agreement and relating to (a) the transactions contemplated by the Note or on account ofthe Amended Note or actions taken by Releasees in connection therewith (including but not limited to the negotiation and execution of the Note or the Amended Note) or (b) Noteholder’s capacity as a creditor or stockholder of the Company. The foregoing release shall not apply with respect to violations or breaches of any state or federal securities laws unrelated to the transactions contemplated by the Note or the Amended Note (it being understood that the foregoing release shall not release Releasees in respect of breaches of representations under the Note or the Amended Note), or in relation to, fraud or in willful misconduct committed by any way in connection with the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower 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 set forth aboveReleasee.

Appears in 2 contracts

Samples: Waiver and Amendment Agreement (Newcastle Partners L P), Waiver and Amendment Agreement (Bell Industries Inc /New/)

Release. In consideration of the agreements of Collateral Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are Each Borrower hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises waives and forever discharges Collateral Agent and each Lenderrelinquishes all claims, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actionsobligations, liabilities and causes of action, suits, covenants, contracts, controversies, agreements, promises, sums action 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 whatever kind or nature, whether 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 on or prior to the day and date of this Amendment, including, without limitation, for any so-called "lender liability" claims or on account defenses which it has, may have, or might assert now or in the future against the Lender and/or its participants, officers, directors, employees, agents, attorneys, accountants, consultants, successors and assigns (individually, a "Releasee" and collectively, the "Releasees"), directly or indirectly, arising out of, or in relation tobased upon, or in any way in connection with the Loan Agreement, or manner connected with: (i) any of the other Loan Documents or transactions thereunder or related thereto. Borrower 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. Borrower agrees that no facttransaction, event, circumstance, evidence action, failure to act or transaction occurrence of any sort or type, whether known or unknown, which could now be asserted occurred, existed, or which may hereafter be discovered shall affect in was taken or permitted prior to the execution of this Amendment with respect the Liabilities, the Loan Agreement, the Notes, the Other Agreements or the administration thereof or the obligations created thereby; (ii) any manner discussions, commitments, negotiations, conversations or communications prior to the finalexecution of this Amendment with respect to the refinancing, absolute and unconditional nature restructuring or collection of any of the Liabilities; or (iii) any thing or matter related to any of the foregoing prior to the execution of this Amendment. The inclusion of this paragraph in this Amendment, and the execution of this Amendment by the Lender, does not constitute an acknowledgment or admission by the Lender of liability for any matter, or a precedent upon which any liability may be asserted. If any Borrower asserts or commences any claim, counter-claim, demand, obligation, liability or cause of action in derogation of the foregoing release set forth aboveor challenges the enforceability of the foregoing release (in each case, a "Violation"), then the Borrowers jointly and severally agree to pay, in addition to such other damages as any Releasee may sustain as a result of such Violation, all attorneys' fees and costs incurred by such Releasee as a result of such Violation.

Appears in 2 contracts

Samples: Loan and Security Agreement (Am Communications Inc), Loan and Security Agreement (Am Communications Inc)

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