Release. Landlord and its employees and agents shall not be liable to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlord.
Appears in 5 contracts
Sources: Lease Agreement, Lease Agreement, Lease Agreement
Release. Landlord In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower acknowledges and agrees that: (i) the Borrower does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agent); (ii) the Borrower does not have any offset right, counterclaim, 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 (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, interests, contracts, collateral security or remedies. Therefore, the Borrower unconditionally releases, waives and forever discharges (A) any and all 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 Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees and agents shall not be liable to Tenant, Tenant’s employees, or agents, assignees, subtenants, licensees, concessionaires, in either case (A) or to any other person or entity for any damage (including indirect and consequential damageB), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions on account of any other tenants past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of the Leased Premises action, defense, circumstance or matter of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordkind.
Appears in 5 contracts
Sources: Credit Agreement (Switch & Data, Inc.), Third Amended and Restated Credit Agreement (Switch & Data, Inc.), Credit Agreement (Switch & Data, Inc.)
Release. Landlord In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Loan Party acknowledges and agrees that: (a) such Loan Party does not have any claim or cause of action against the Administrative Agent, the Issuing Bank or any Lender (or any of its respective directors, officers, employees or agents); (b) such Loan Party does not have any offset right, counterclaim or defense of any kind against any of its respective obligations, indebtedness or liabilities to the Administrative Agent, the Issuing Bank or any Lender; and agents shall not (c) the Administrative Agent, the Issuing Bank and each Lender have heretofore properly performed and satisfied in a timely manner all of its obligations to the Loan Parties. Each Loan Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect the Administrative Agent’s, the Issuing Bank’s or any Lender’s rights, interests, contracts, collateral security or remedies. Therefore, each Loan Party unconditionally releases, waives and forever discharges (i) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent, the Issuing Bank or any Lender to such Loan Party, except the obligations to be liable to Tenantperformed by any Administrative Agent, Tenant’s employeesthe Issuing Bank or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (ii) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which such Loan Party might otherwise have against the Administrative Agent, the Issuing Bank, any Lender or any of its directors, officers, employees or agents, assignees, subtenants, licensees, concessionaires, in either case (i) or to any other person or entity for any damage (including indirect and consequential damageii), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions on account of any other tenants past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of the Leased Premises action, defense, circumstance or matter of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordkind.
Appears in 5 contracts
Sources: Credit Agreement (Harris Interactive Inc), Credit Agreement (Harris Interactive Inc), Credit Agreement (Harris Interactive Inc)
Release. Landlord For and in consideration of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its employees agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent, Issuing Lender and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents shall not (hereinafter called the “Lender Parties”), and 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 to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident injury or damage resulting therefrom (collectively the “Released Parties”), of and from the use or operation any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (by Landlordincluding, Tenant or any other person or entitywithout limitation, reasonable attorneys’ fees) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions and demands of any other tenants of the Leased Premises kind whatsoever, at law or of any other person in equity, whether matured or entity; and any leakage in any part unmatured, liquidated or portion of the Leased Premisesunliquidated, vested or from watercontingent, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the 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 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 sole remedy 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 proceeds 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 recovering upon 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 hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any 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 claim shall be general release extends to institute an independent action against Landlordclaims which any of the Releasing Parties does not know or suspect to exist as of the date hereof.
Appears in 5 contracts
Sources: 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. Landlord The matters set forth herein have been agreed to by the Noteholders as an accommodation to the Company. In consideration of such accommodation, and acknowledging that the Noteholders 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 is hereby acknowledged, the Company, on behalf of itself and its employees shareholders, subsidiaries and agents shall not be liable to Tenantaffiliates (each, Tenant’s a “Releasor”), hereby unconditionally and irrevocably acquits and fully and forever releases, remises and discharges the Noteholders and their respective agents, partners, servants, employees, agentsdirectors, assigneesofficers, subtenantsattorneys, licenseesaccountants, concessionairesconsultants, advisors, principals, trustees, representatives, receivers, trustees, affiliates, subsidiaries, shareholders, predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, damages, losses, demands, liabilities, obligations, remedies, suits, actions and causes of action whatsoever (whether arising in contract or in tort, and whether at law or in equity), whether known or unknown, suspected or claimed, matured or contingent, liquidated or unliquidated, in any way arising from, in connection with, or to in any other person way concerning or entity for relating to, this Amendment Agreement, the Note Purchase Agreement and the Notes, and/or any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from dealings with any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising Released Parties in connection with the destruction transactions contemplated by such documents or this Amendment Agreement prior to the execution of this Amendment Agreement. This release shall be and remain in full force and effect notwithstanding the discovery by any Releasor after the date hereof (a) of any new or additional claim against any Released Party, (b) of any new or additional facts in any way relating to the subject matter of this release, (c) that any fact relied upon by it was incorrect or (d) that any representation made by any Released Party was untrue. The Company (on behalf of itself and the other Releasors) acknowledges and agrees that this release is intended to, and does, fully, finally and forever release all matters described in this Section 10.3, notwithstanding the existence or discovery of any such new or additional claims or facts, incorrect facts, misunderstanding of law or misrepresentation. 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 Leased Premises; Released Parties any fireaction or other proceeding based upon any of the claims released hereby. Notwithstanding the foregoing, robberyin no event shall the foregoing be interpreted, theft, vandalism, mysterious disappearance and/or construed or otherwise deemed as an admission or suggestion by the Noteholders of any wrongdoing or liability owed to the Company or any other casualty; Person. The Company (on behalf of itself and the actions of 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 tenants proceeding which may be instituted, prosecuted or attempted in breach of the Leased Premises or provisions of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordsuch release.
Appears in 4 contracts
Sources: Note Purchase Agreement (Cabot Oil & Gas Corp), Note Purchase Agreement (Cabot Oil & Gas Corp), Note Purchase Agreement (Cabot Oil & Gas Corp)
Release. Landlord and its employees and agents shall not be liable to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇Tenant’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlord.
Appears in 4 contracts
Sources: Lease Agreement, Lease Agreement, Lease Agreement
Release. Landlord In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Loan Party acknowledges and agrees that: (a) such Loan Party does not have any claim or cause of action against the Administrative Agent, the L/C issuer or any Lender (or any of its respective directors, officers, employees or agents); (b) such Loan Party does not have any offset right, counterclaim or defense of any kind against any of its respective obligations, indebtedness or liabilities to the Administrative Agent, the L/C Issuer or any Lender; and agents shall not (c) each of the Administrative Agent, the L/C Issuer and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Loan Parties. Each Loan Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect the Administrative Agent’s, the L/C Issuer’s or any Lender’s rights, interests, contracts, collateral security or remedies. Therefore, each Loan Party unconditionally releases, waives and forever discharges (i) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent, the L/C Issuer or any Lender to such Loan Party, except the obligations to be liable to Tenantperformed by any Administrative Agent, Tenant’s employeesthe L/C Issuer or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents, and (ii) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which such Loan Party might otherwise have against the Administrative Agent, the L/C Issuer, any Lender or any of its directors, officers, employees or agents, assignees, subtenants, licensees, concessionaires, in either case (i) or to any other person or entity for any damage (including indirect and consequential damageii), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions on account of any other tenants past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of the Leased Premises action, defense, circumstance or matter of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordkind.
Appears in 4 contracts
Sources: Credit Agreement (TBS International PLC), Credit Agreement (TBS International LTD), Credit Agreement (TBS International LTD)
Release. Landlord In order to induce the Administrative Agent and its employees the Lenders to enter into this Amendment, each Loan Party acknowledges and agents shall not be liable agrees that: (i) no Loan Party has any claim or cause of action against the Administrative Agent or any Lender (or, with respect to Tenantthe Loan Agreement and the other Loan Documents and the administration of the credit facilities thereunder, Tenant’s any of their respective directors, officers, employees, agentsagents or representatives); (ii) no Loan Party has any offset or compensation right, assigneescounterclaim, subtenantsright of recoupment or any defense of any kind against any Loan Party’s obligations, licenseesindebtedness or liabilities to the Administrative Agent or any Lender; and (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 Borrowers and, concessionairesas applicable, the Guarantors. Each Loan Party 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, interests, contracts, collateral security or remedies. Therefore, each Loan Party unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to any Loan Party, 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 Loan Agreement and the other person Loan Documents, and (B) all claims, counterclaims, offsets, compensation rights, causes of action, right of recoupment, suits or entity for defenses of any damage kind whatsoever (including indirect and consequential damageif any), injurywhether arising at law or in equity, losswhether known or unknown, which any Loan Party might otherwise have against the Administrative Agent or any Lender (or, with respect to the Loan Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees or agents), in either case (A) or (B), on account of any past or presently existing (as of the date hereof) condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, counterclaims, compensation rights, circumstance or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions matter of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordkind.
Appears in 4 contracts
Sources: Term Loan and Security Agreement (Birks & Mayors Inc.), Term Loan and Security Agreement (Birks & Mayors Inc.), Term Loan and Security Agreement (Birks & Mayors Inc.)
Release. Landlord In order to induce the Current Noteholders to enter into this Agreement, the Obligors acknowledge and agree that: (a) neither the Company nor any of its employees and agents shall not be liable to TenantSubsidiaries has any claim or cause of action against any of the Current Noteholders (or any of their respective directors, Tenant’s trustees, officers, employees, attorneys, advisors or agents, assignees, subtenants, licensees, concessionaires, ) relating to or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of the Existing Note Agreement, the Existing Notes, the Subsidiary Guaranty, the Existing Pledge Agreement, the Existing Sharing Agreement or resulting from any cause agreement entered into in connection therewith (collectively, the “Existing Financing Documents”); (b) neither the Company nor any of its Subsidiaries has any offset right, counterclaim or defense of any kind against any of their respective obligations, indebtedness or liabilities to any of the Current Noteholders; and (c) each of the Current Noteholders and the Collateral Agent has heretofore properly performed and satisfied in a timely manner all of its obligations to the Company and its Subsidiaries under the Existing Financing Documents. The Obligors wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Current Noteholders’ or the Collateral Agent’s rights, interests, contracts, or remedies under the Existing Financing Documents, whether known or unknown, as applicable. Therefore, each of the Obligors (in the case of the Subsidiary Guarantors, pursuant to the acknowledgement and agreement on the signature pages hereto) unconditionally releases, waives and forever discharges (x) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Current Noteholders and the Collateral Agent to the Company or any of its Subsidiaries, except the obligations to be performed by any of them on or after the date hereof as expressly stated in the Financing Documents, as such obligations may be modified pursuant to the terms of this Agreement, and (y) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (except as otherwise provided in this Articleif any), including but not limited to whether arising at law or in equity, whether known or unknown, which the following: repairs to Company or its Subsidiaries might otherwise have against any portion of Current Noteholder, the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises Collateral Agent or any equipment therein; of their respective directors, trustees, officers, employees or agents, in either case (x) or (y), whether known or unknown, on account of any accident past or damage resulting from presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind. Neither the use Collateral Agent nor any Current Noteholder shall be liable with respect to, and the Company and each Subsidiary Guarantor hereby waives, releases and agrees not to ▇▇▇ for, any special, indirect or operation (by Landlord, Tenant consequential damages relating to this Agreement or any other person Financing Document or entity) arising out of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising its activities in connection with herewith or therewith (whether before, on or after the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlorddate hereof).
Appears in 3 contracts
Sources: Note Purchase Agreement (Sypris Solutions Inc), Note Purchase Agreement (Sypris Solutions Inc), Note Purchase Agreement (Sypris Solutions Inc)
Release. Landlord By its execution hereof and in consideration of the mutual covenants contained herein and other accommodations granted to the Loan Parties hereunder, each Loan Party, on behalf of itself and each of its Subsidiaries, and its employees or their successors, assigns and agents shall not be liable agents, hereby expressly forever waives, releases and discharges any and all claims (including, without limitation, cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Claims”) any of them may, as a result of actions or inactions occurring on or prior to Tenantthe Amendment Effective Date, Tenant’s employeeshave or allege to have as of the Amendment Effective Date (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against the Administrative Agent or any Lender, their respective affiliates, agents, assigneesprincipals, subtenantsmanagers, licenseesmanaging members, concessionairesmembers, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of each of the foregoing (collectively, the “Released Parties”) arising out of, or to relating to, the Forbearance Agreement, this Amendment, the Term Loan Agreement, the other Loan Documents and any other person or entity for any damage (including indirect all of the actions and consequential damage), injury, loss, compensation transactions contemplated hereby or claim whatsoeverthereby, including but not limited to claims for any actual or alleged performance or non-performance of any of the interruption of Released Parties hereunder or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided under the other Loan Documents. Each Loan Party hereby acknowledges that the agreements in this Article), including but not limited Section 7 are intended to the following: repairs to any portion be in full satisfaction of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises all or any equipment therein; any accident alleged injuries or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease damages arising in connection with the destruction Claims. In entering into this Amendment, each Loan Party expressly disclaims any reliance on any representations, acts, or omissions by any of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; Released Parties and hereby agrees and acknowledges that the actions of any other tenants validity and effectiveness of the Leased Premises or of any other person or entity; and any leakage releases set forth above does not depend in any part way on any such representation, acts and/or omissions or portion the accuracy, completeness, or validity thereof. The provisions of this paragraph shall survive the termination or expiration of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part Forbearance Period and the termination of the Leased Premises, Loan Documents and the payment in full in cash of all Obligations of the Loan Parties under or from drains, pipes or plumbing fixtures in respect of the Leased Premises. It further is understood Term Loan Agreement and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises other Loan Documents and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or all other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordamounts owing thereunder.
Appears in 3 contracts
Sources: Forbearance Agreement (EveryWare Global, Inc.), Forbearance Agreement (EveryWare Global, Inc.), Forbearance Agreement (EveryWare Global, Inc.)
Release. Landlord Each Loan Party may have certain Claims against the Released Parties, as those terms are defined below, regarding or relating to the Existing Credit Agreement or the other Loan Documents. The agents and its employees lenders under the Existing Credit Agreement, and each Loan Party desires to resolve each and every one of such Claims in conjunction with the execution of this Agreement and thus each Loan Party makes the releases contained in this Section 9.17. In consideration of Agents and the Lender Parties entering into this Agreement, each Loan Party hereby fully and unconditionally releases and forever discharges each of the Agents (and their predecessors) and the Lenders (in their capacities as such under the Existing Credit Agreement), and their respective directors, officers, employees, subsidiaries, Affiliates, attorneys, agents and representatives, (collectively, in their capacities as such under the Existing Credit Agreement, the “Released Parties”), of and from any and all claims, allegations, causes of action, costs or demands and liabilities, of whatever kind or nature, up to and including the date on which this Agreement is executed, whether known or unknown, liquidated or unliquidated, fixed or contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, anticipated or unanticipated, which any Loan Party 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 them, occurring prior to the date on which this Agreement 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 Agreement is executed, regarding or relating to the Existing Credit Agreement, any of the Loan Documents (as in effect immediately prior to the Effective Date), the borrowings or other extensions of credit or financial accommodations thereunder or any of the other Obligations thereunder, including administration or enforcement thereof (collectively, the “Claims”). Each Loan Party represents and warrants that it has no knowledge of any Claim by it against the Released Parties or of any facts or acts of omissions of the Released Parties which on the Effective Date would be the basis of a Claim by such Person against the Released Parties which is not released hereby. Each Loan Party represents and warrants that the foregoing constitutes a full and complete release of all Claims. Notwithstanding anything to the contrary contained herein, the foregoing release shall not be liable to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited applicable to the following: repairs to any portion extent a court of competent jurisdiction has determined the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises Released Parties have acted with gross negligence, bad faith or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising willful misconduct in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordsuch Claims.
Appears in 3 contracts
Sources: Asset Based Loan Credit Agreement (Express, Inc.), Asset Based Loan Credit Agreement (Express, Inc.), Asset Based Loan Credit Agreement (Express, Inc.)
Release. Landlord (a) Employee irrevocably and unconditionally releases Employer, its employees and agents shall not be liable to Tenantparent corporation, Tenant’s successors, heirs, assigns, directors, shareholders, trustees, officers, employees, servants, agents (and former directors, shareholders, trustees, officers, employees, servants, and agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect and consequential damage), injuryattorneys, lossexecutors, compensation or claim whatsoeveradministrators, including insurers, subsidiaries and affiliated companies from any and all claims, charges, complaints, grievances, contracts, liabilities, obligations, demands, promises, reimbursements, causes of action, costs, debts, expenses, damages (including, but not limited to claims for the interruption actual damages, compensatory damages, special damages, liquidated damages, and punitive damages) of any kind directly or loss to Tenant’s businessindirectly, based onknown or unknown, suspected or unsuspected, arising out of or resulting related to (i) the employment of Employee by Employer, (ii) the termination of Employee’s employment or the circumstances leading up to Employee’s termination of employment, and (iii) any other act or occurrence pre-dating Employee’s execution of this Agreement.
(b) Employee acknowledges and agrees that Employee has read this Agreement. Employee also acknowledges and agrees that Employee understands the terms of this Agreement. Employee further acknowledges and agrees that Employee is entering into this Agreement deliberately, knowingly, and voluntarily, with full knowledge of its significance, and with the express intention of effecting the legal consequences relating to the extinguishment of all obligations. Employee also acknowledges and agrees that Employer has advised Employee to seek the advice of Employee’s own attorney prior to executing this Agreement regarding the terms and conditions of this Agreement.
(c) Employee understands that this Agreement releases Employer from all liability, past or present, arising out of or related to Employee’s employment, termination of employment and the circumstances leading up to Employee’s termination of employment, and any cause whatsoever other act or occurrence pre-dating Employee’s execution of this Agreement, including, but not limited to, any rights or claims pursuant to (except as otherwise provided in this Articlei) the Age Discrimination Act of 1967 (“ADEA”) (29 U.S.C. § 626, et seq.), including and any amendments thereto; (ii) the Civil Rights Act of 1964 (“Title VII”) (42 U.S.C. § 2000e, et seq.), and any amendments thereto; (iii) the Civil Rights Statutes (42 U.S.C. §§ 1981, 1981a, and 1988), and any amendments thereto; (iv) the Americans with Disabilities Act of 1990 (“ADA”) (42 U.S.C. § 12101, et seq.), and any amendments thereto; (v) the Employee Retirement Income Security Act (“ERISA”) (29 ▇.▇.▇. §▇▇▇▇ et seq.), and any amendments thereto; (vi) Hawaii’s Employment Practices Act (Haw. Rev. Stat. ch. 378), and any amendments thereto; (vii) all applicable state and federal wage and hour laws, and any amendments thereto; (viii) all claims based on common law sounding in tort, contract, implied contract, negligence and/or gross negligence, including, but not limited to promissory estoppel, quantum meruit, libel/slander, defamation, misrepresentation, emotional distress (negligent or intentional) fraud or deceit, unpaid wages, equitable claims, breach of contract, breach of the following: repairs covenant of good faith and fair dealing, breach of fiduciary duty, wrongful discharge and/or termination, and violation of public policy; and (ix) any claim for attorneys’ fees or costs. Employee understands that nothing contained in this Agreement shall prohibit Employee from (i) bringing any action to enforce the terms of this Agreement or severance and other benefits due pursuant to the Employment Agreement or to enforce his other vested benefits and rights under the Company’s benefit plans in accordance with the terms of such plans and the Employment Agreement; (ii) filing a timely charge or complaint with the Hawaii Civil Rights Commission (“HCRC”) or the Equal Employment Opportunity Commission (“EEOC”) regarding the validity of the Agreement; or (iii) filing a timely charge or complaint with the HCRC or the EEOC or participating in any investigation or proceeding conducted by the HCRC or the EEOC regarding any claim of employment discrimination. This release does not extend to any portion severance or other obligations due Employee under the Employment Agreement or to Employee’s vested rights and benefits under the Company’s benefit plans in accordance with the terms of such plans and the Employment Agreement. Nothing in this Agreement waives Employee’s rights to indemnification or any payments under any fiduciary insurance policy, if any, provided by any act or agreement of the Leased Premises which Company, state or federal law or policy of insurance.
(d) Employee acknowledges and understands that there is a risk that subsequent to the execution of this Agreement, Employee may incur or suffer loss, damages, or injuries that are the obligation in some way related to or arising out of Tenant; interruption in the use of the Leased Premises Employee’s employment with Employer or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any firethereof, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; but that are unknown and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be unanticipated at the sole risk of Tenanttime this Agreement is signed. Accordingly, Employee hereby assumes these risks and Landlord that this Agreement shall apply to all such unknown or unanticipated claims.
(e) Employee acknowledges and understands that Employee is not waiving any future rights or claims that might arise after the date this Agreement is signed by Employee.
(f) Employee acknowledges and understands that Employer does not make nor has made any representations to force or induce Employee to sign this Agreement other than what is specifically provided for in any manner be held responsible thereforthis Agreement. In the event Furthermore, Employee acknowledges and understands that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right Employee is under no obligation to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordsign this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (Hawaiian Holdings Inc), Employment Agreement (Hawaiian Holdings Inc), Employment Agreement (Hawaiian Holdings Inc)
Release. Landlord In order to induce the Agent and the Lenders to enter into this Amendment, the Borrower and the Guarantors acknowledge and agree that: (a) they do not have any claim or cause of action against the Agent or any of the Lenders (or any of their respective directors, officers, employees or agents); (b) they do not have any offset right, counterclaim or defense of any kind against any of its obligations, indebtedness or liabilities to the Agent and the Lenders; and (c) each of the Agent and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Borrower and the Guarantors. The Borrower and the Guarantors wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Agent's or the Lenders' rights, interests, contracts, collateral security or remedies. Therefore, the Borrower and the Guarantors unconditionally release, waive and forever discharge (i) any and all liabilities, obligations, duties, promises or indebtedness of any kind of either of the Agent or any of the Lenders to the Borrower or any Guarantor, except the obligations to be performed by the Agent and the Lenders as expressly stated in the Credit Agreement, as amended hereby, and the other Credit Documents, and (ii) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower or any Guarantor might otherwise have against the Agent or any of the Lenders or any of their directors, officers, employees and agents shall not be liable to Tenant, Tenant’s employees, or agents, assigneesin either case (i) or (ii) on account of any condition, subtenantsact, licenseesomission, concessionairesevent, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever arising or occurring on or prior to the date of this Amendment. Except as prohibited by law, the Borrower and the Guarantors hereby waive any right they may have to claim or recover in any litigation involving the Agent or any of the Lenders, any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Borrower and the Guarantors (A) certify that no representative, agent or attorney of any Lender or the Agent has represented, expressly or otherwise, that such Lender or the Agent would not, in the event of litigation, seek to any enforce the foregoing waivers, releases and discharges, and (B) acknowledge that the Agent and the Lenders have been induced to enter into this Amendment by, among other person or entity for any damage (including indirect things, the waivers, releases, discharges and consequential damage)certifications contained herein. The waivers, injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided releases and discharges in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions paragraph shall be effective regardless of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow event that may leak, into, occur or flow from, any part of not occur on or after the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlorddate hereof.
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (Midwest Express Holdings Inc), Senior Secured Revolving Credit Agreement (Midwest Express Holdings Inc), Senior Secured Revolving Credit Agreement (Midwest Express Holdings Inc)
Release. Landlord In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each of the Nexstar Entities acknowledges and agrees that: (i) none of the Nexstar Entities, Credit Parties or any of their Affiliates have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agents); (ii) none of the Nexstar Entities, Credit Parties or any of their Affiliates have any offset right, counterclaim, right of recoupment or any defense of any kind against the Nexstar Entities', Credit Parties' or any of their Affiliates' obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (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 Nexstar Entities, Credit Parties and any of their Affiliates. Each of the Nexstar Entities, Credit Parties and their Affiliates 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, interests, contracts, collateral security or remedies. Therefore, each of the Nexstar Entities, Credit Parties and each of their Affiliates unconditionally releases, waives and forever discharges (A) any and all 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 Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which any Nexstar Entity, Credit Party or any of their Affiliates might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees or agents (the Administrative Agent, the Lenders and their respective directors, officers, employees and agents shall not be liable to Tenant, Tenant’s employees, agents, assigneesare collectively referred to herein as the "Lender Parties") in either case (A) or (B), subtenantson account of any past or presently existing condition, licenseesact, concessionairesomission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind. Each of the Nexstar Entities, Credit Parties and each of their Affiliates agree not to s▇▇ any of the Lender Parties or in any way assist any other person or entity for in suing any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for of the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs Lender Parties with respect to any portion claim released herein. This release provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlord.release contained herein
Appears in 3 contracts
Sources: Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Nexstar Broadcasting Group Inc)
Release. Landlord In consideration of Administrative Agent's and the Lenders’ execution of this Amendment, each Loan Party, individually and on behalf of its employees respective successors (including any trustees acting on behalf of such Loan Party, and agents shall not be liable any debtor-in-possession with respect to Tenantsuch Loan Party), Tenant’s assigns, Subsidiaries and Affiliates, hereby forever releases Administrative Agent in its capacity as Administrative Agent and each Lender, in its capacity as lender under the DIP Credit Agreement, and their respective successors, assigns, parents, Subsidiaries, and Affiliates and their respective officers, employees, agentsdirectors, assigneesagents and attorneys (collectively, subtenantsthe “Releasees”) from any and all debts, licenseesclaims, concessionairesdemands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity), and obligations of every nature whatsoever, whether liquidated or unliquidated, whether matured or unmatured, whether fixed or contingent that such Loan Party has or may have against the Releasees, or any of them, which arise from or relate to any other person or entity for any damage (including indirect and consequential damage)actions which the Releasees, injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident of them, have or damage resulting from the use may have taken or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising omitted to take in connection with the destruction DIP Credit Agreement as amended herein or the other Loan Documents (including with respect to the Obligations and any third parties liable in whole or in part for the Obligations) in each case prior to the date hereof; provided, however, that for the avoidance of doubt this release does not apply to any items related to the Existing Second Lien Credit Agreement, any related loan document or the facility itself, the Senior Notes and any related indenture documentation or any claim related to the Existing Second Lien Credit Agreement, any related loan document, the Senior Notes or any related indenture documentation; provided, further, this release does not (a) apply to any release of the Leased Premises; Releasees from any fireagreements, robberycovenants, theftliabilities or obligations under any of the Loan Documents or in respect of the “Obligations” or (b) constitute a release of, vandalismor covenant not to ▇▇▇, mysterious disappearance and/or any other casualty; the actions in respect of any other tenants of Releasee arising from the Leased Premises gross negligence, willful misconduct or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, fraud (actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement ) of any Rent payable hereunderReleasee. Any goods, property This provision shall survive and continue in full force and effect whether or personal effects stored not the Loan Parties shall satisfy all other provisions of the DIP Credit Agreement as amended hereby or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordLoan Documents.
Appears in 3 contracts
Sources: Debtor in Possession Credit Agreement (Magnum Hunter Resources Corp), Debtor in Possession Credit Agreement (Magnum Hunter Resources Corp), Debtor in Possession Credit Agreement (Magnum Hunter Resources Corp)
Release. Landlord The Borrower hereby represents and its employees warrants that the Credit Agreement and agents shall the other Loan Documents are enforceable in accordance with their respective terms (except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar law affecting creditors’ rights generally and by general principles of equity) and are not be liable subject to Tenantany defenses or offsets of any kind whatsoever (“Defenses”) and that there are no liabilities, Tenant’s employeesclaims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind, character or nature whatsoever, known or unknown, fixed or contingent (collectively, the “Claims”), which the Borrower may have or claim to have against the Administrative Agent or any Lender, or any of their respective affiliates, agents, assigneesemployees, subtenantsofficers, licenseesdirectors, concessionairesrepresentatives, attorneys, successors and assigns (collectively, the “Lender Released Parties”), which might arise out of or be connected with or related to any other person act of commission or entity for any damage (including indirect and consequential damage), injury, loss, compensation omission of the Lender Released Parties existing or claim whatsoever, including but not limited occurring on or prior to claims for the interruption date of this Amendment relating to or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction Obligations or any Loan Document or any other agreement or transaction contemplated thereby. In furtherance of the Leased Premises; foregoing, the Borrower hereby waives, releases, acquits and forever discharges the Lender Released Parties from any fire, robbery, theft, vandalism, mysterious disappearance and/or and all (i) Defenses which it may have as of the date hereof in connection with or relating to the Credit Agreement or any other casualty; Loan Document, and (ii) Claims that the actions Borrower may have or claim to have as of the date hereof, relating to or arising out of or in connection with or relating to the Obligations or any Loan Document or any other tenants agreement or transaction contemplated thereby or any action taken in connection therewith from the beginning of time up to and including the date of the Leased Premises execution and delivery of this Amendment. The Borrower further agrees forever to refrain from commencing, instituting or of prosecuting any other person or entity; and any leakage in any part or portion of the Leased Premiseslawsuit, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent action or other sums payable proceeding against any Lender Released Parties with respect to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordany and all Claims expressly released herein.
Appears in 3 contracts
Sources: Credit Agreement (Haynes International Inc), Credit Agreement (Haynes International Inc), Credit Agreement (Haynes International Inc)
Release. Landlord Effective on the Closing Date, each Stockholder, for and on behalf of itself and each of its Affiliates, heirs, administrators, executors and assigns (each of the foregoing, a “Releasing Party”), hereby irrevocably and unconditionally releases and forever discharges East and its employees Subsidiaries and agents shall not be liable to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaireseach other Person who is now, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that who will have been at any time during prior to the Lease Term Tenant shall have Closing, an officer, director, direct or indirect stockholder, general partner, member or manager of East and its Affiliates or any of their present or former Subsidiaries or Affiliates (or a claim against Landlordfiduciary of any employee benefit plan of East or any of its Subsidiaries), Tenant shall not have and each Person controlling any of the right to set off or deduct foregoing Persons (each of the amount owed or allegedly owed to Tenant foregoing, a “Released Party”), from any Rent and all claims, rights, obligations, debts, liabilities, actions or other sums payable causes of action of every kind and nature, whether foreseen or unforeseen, contingent or actual, and whether now known or hereafter discovered, which any of the Releasing Parties had, now has or may in the future have, at law or in equity, against any Released Party arising through the date of this Agreement. Notwithstanding the foregoing, this release will not be deemed to Landlordwaive and release any claims or rights of such Stockholder (i) as an officer or director of East or any of its Subsidiaries with respect to any claims or rights to indemnification, it being understood exculpation, reimbursement or advances of expenses under their respective organizational documents, each as amended to date, under any agreement to which such Stockholder is a party or under the Merger Agreement, (ii) for accrued and earned, but unpaid wages through the date of such Stockholder’s termination of employment with East and its Subsidiaries, (iii) for unpaid reimbursements for duly incurred business expenses through the date of such Stockholder’s termination of employment with East and its Subsidiaries in accordance with applicable policies of East and its Subsidiaries, (iv) to participate in continuation coverage under the medical plans of East and its Subsidiaries pursuant to COBRA, or (v) that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall may not be to institute an independent action against Landlordwaived under applicable Law (items (i) through (v) are “Carveouts”).
Appears in 3 contracts
Sources: Rollover Agreement (Fuller Max L), Rollover Agreement (Us Xpress Enterprises Inc), Rollover Agreement (Knight-Swift Transportation Holdings Inc.)
Release. Landlord Each Borrower, on behalf of itself and its employees affiliates, and agents shall not be liable its or their successors, assigns and agents, hereby expressly forever waives, releases and discharges any and all claims (including, without limitation, cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, liabilities, responsibilities, disputes, obligations, expenses and damages (collectively, the “Claims”) any of them may have or allege to Tenanthave as of the date of this Amendment (and all defenses that may arise out of any of the foregoing) of any nature, Tenant’s employeesdescription, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against either Lender or Holder, or any of their respective subsidiaries, affiliates, agents, assigneesprincipals, subtenantsmanagers, licenseesmanaging members, concessionairesmembers, or to any other person or entity for any damage stockholders, “controlling persons” (including indirect and consequential damagewithin the meaning of the United States federal securities laws), injurydirectors, lossofficers, compensation or claim whatsoeveremployees, including but not limited to claims for attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of each of the interruption of or loss to Tenant’s businessforegoing (collectively, based on, the “Released Parties”) arising out of the Existing Loan Agreement, the Existing Loan Documents, the Existing Warrant Agreement, the Loan Agreement, the Loan Documents and any or resulting all of the actions and transactions contemplated hereby or thereby, including any actual or alleged performance or non-performance of any of the Released Parties under the Existing Loan Agreement, the Existing Loan Documents, the Existing Warrant Agreement, the Loan Agreement and the Loan Documents; provided that nothing in this Amendment shall be deemed to release Lender from any cause whatsoever (except as otherwise provided of its obligations under the Loan Agreement or Holder from any of its obligations under the Existing Warrant Agreement. Each Borrower hereby acknowledges that the agreements in this Article), including but not limited Section 6 are intended to the following: repairs to any portion be in full satisfaction of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises all or any equipment therein; any accident alleged injuries or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease damages arising in connection with the destruction Claims. In entering into this Amendment, each Borrower expressly disclaims any reliance on any representations, acts, or omissions by any of the Leased Premises; Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any fireway on any such representation, robberyacts and/or omissions or the accuracy, theftcompleteness, vandalismor validity thereof. The provisions of this Section 6 shall survive (i) the entry into the Loan Agreement and the Loan Documents, mysterious disappearance and/or any the payment in full of all Secured Obligations of Borrowers under or in respect of the Loan Agreement and the other casualty; Loan Documents and all other amounts owing thereunder and the actions termination of all such Loan Documents and (ii) the exercise by Holder of any other tenants and all of its rights under the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordExisting Warrant Agreement.
Appears in 3 contracts
Sources: Loan and Security Agreement (Hercules Technology I, LLC), Loan and Security Agreement (InfoLogix Inc), Loan and Security Agreement (InfoLogix Inc)
Release. Landlord In consideration for the accommodations provided pursuant to this Amendment, and its employees acknowledging that Agent and agents shall not the Lenders will be liable to Tenantspecifically relying on the following provisions as a material inducement in entering into this Amendment, Tenant’s and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrowers and Guarantor hereby releases, remises and forever discharges Agent and the Lenders and their respective agents, servants, employees, agentsdirectors, assigneesofficers, subtenantsattorneys, licenseesaccountants, concessionairesconsultants, affiliates, representatives, receivers, trustees, subsidiaries, predecessors, successors and assigns (collectively, the “Released Parties”) from any and all claims, damages, losses, demands, liabilities, obligations, actions and causes of action whatsoever (whether arising in contract or in tort, and whether at law or in equity), whether known or unknown, matured or contingent, liquidated or unliquidated, in any way arising from, in connection with, or to in any other person way concerning or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited relating to the following: repairs to Loan Agreement, the other Loan Documents, and/or any portion dealings with any of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising Released Parties in connection with the destruction of transactions contemplated by such documents or this Amendment prior to date hereof. This release shall be and remain in full force and effect notwithstanding the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; discovery by Borrowers and Guarantor after the actions date hereof (a) of any other tenants of the Leased Premises new or additional claim against any Released Party, (b) of any other person new or entity; and any leakage additional facts in any part or portion way relating to the subject matter of the Leased Premisesthis release, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed (c) that any failure fact relied upon by it was incorrect or inability (d) that any representation made by any Released Party was untrue or that any Released Party concealed any fact, circumstance or claim relevant to furnish any services by Landlord Borrowers’ and Guarantor’s execution of this release; provided, however, this release shall not be considered an eviction, actual or constructive, extend to any claims arising after the execution of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordAmendment.
Appears in 3 contracts
Sources: Loan and Security Agreement (Peninsula Gaming, LLC), Loan and Security Agreement (Peninsula Gaming, LLC), Loan and Security Agreement (Peninsula Gaming, LLC)
Release. Landlord Effective upon the Closing and its employees and agents shall not be liable receipt by Stockholder of the right to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for receive the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises merger consideration to which are Stockholder is entitled at Closing pursuant to the obligation Merger Agreement, if any, Stockholder hereby generally releases, remises and forever discharges Parent, Merger Sub, the Company, the Stockholders’ Representative, the Surviving Corporation and their respective Agents (as herein defined) from and against any and all claims, demands, liens, actions, agreements, suits, causes of Tenant; interruption action, obligations, controversies, debts, costs, attorneys’ fees, expenses, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether or not now known or suspected, that have existed or may have existed, or that do exist or that hereafter shall or may exist, based on any facts, events or omissions occurring from any time on or prior to the use execution and delivery of this Agreement that arise out of any rights Stockholder may have in his, her or its capacity as a holder of Company Capital Stock against the Leased Premises Company or any equipment thereinof its Affiliates; provided, however, that nothing in this Agreement shall be construed to release, remise, discharge or acquit: (a) any accident claims or damage resulting from rights Stockholder had, has or may have under the use or operation (by Landlord, Tenant Merger Agreement or any other person agreements or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising instruments executed and delivered in connection with the destruction Merger Agreement to which Stockholder is a party or beneficiary or otherwise with respect to the Merger; (b) if Stockholder is or was a director or officer of the Leased Premises; Company, any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions claim or right of any other tenants Stockholder to be indemnified as a result of serving as a director or officer of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased PremisesCompany, or from waterincluding, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to, any rights available to data stored magnetically Stockholder for indemnification or electronicallyinsurance recoveries under the Company’s Organizational Documents, any agreement between Stockholder and the Company or any directors’ and officers’ insurance policy for Stockholder’s benefit or under applicable Law; (c) shall be at any claims arising out of actual and intentional fraud; and (d) if Stockholder is or was an employee of the sole risk of TenantCompany, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right rights with respect to set off or deduct the amount owed or allegedly owed to Tenant from any Rent earned but unpaid salary or other sums payable compensation or benefits that accrued prior to Landlordthe Closing in the ordinary course of business. As used herein, it being understood an “Agent” of a party is each of its predecessors, its former or present officers, employees, directors, stockholders, parents, subsidiaries, Affiliates, partners, related corporate entities, agents, attorneys, members, heirs, executors, administrators, conservators, successors and assigns. Stockholder waives all rights under any Law, rule, provision or statute of any jurisdiction that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlord.states in full (or otherwise in substance) as follows:
Appears in 2 contracts
Sources: Stockholder Support Agreement (Western Acquisition Ventures Corp.), Stockholder Support Agreement (FoxWayne Enterprises Acquisition Corp.)
Release. Landlord In order to induce the Administrative Agent and the Lenders to enter into this Agreement, each Borrower acknowledges and agrees that:
(i) no Borrower has any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees or agents); (ii) no Borrower has any offset right, counterclaim or defense of any kind against any of their respective obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and agents shall not (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to each Borrower. The Borrowers wish 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, interests, contracts, collateral security or remedies. Therefore, each Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to any Borrower, except the obligations to be liable to Tenantperformed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Agreement, Tenant’s employeesthe Credit Agreement, the Forbearance Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which any Borrower might otherwise have against the Administrative Agent, any Lender or any of its directors, officers, employees or agents, assigneesin either case (A) or (B), subtenantson account of any condition, licenseesact, concessionairesomission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind existing as of the date hereof, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited occurring prior to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlorddate hereof.
Appears in 2 contracts
Sources: Amendment Agreement No. 4 to Credit Agreement and Amendment No. 3 to Forbearance Agreement (Transtechnology Corp), Forbearance Agreement (Transtechnology Corp)
Release. Landlord In further consideration of Lender’s execution of this Second Amendment, the Borrower, on behalf of itself and its employees respective successors (including, without limitation, any trustees acting on behalf of Borrower and agents shall not be liable any debtor-in-possession with respect to Tenantany of them), Tenant’s assigns, subsidiaries and affiliates, hereby forever releases Lender and its respective successors, assigns, parents, subsidiaries, affiliates, officers, employees, agentsdirectors, assigneesagents and attorneys (collectively, subtenantsthe “Released Parties”) from any and all debts, licenseesclaims, concessionairesdemands, liabilities, responsibilities, disputes, causes, damages, actions and causes of action (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent (collectively, “Claims”), that Borrower may have against the Released Parties which arise from or relate to any other person actions which the Released Parties may have taken or entity omitted to take prior to the date this Second Amendment was executed, including without limitation with respect to the obligations of Borrower and any third parties liable in whole or in part, and as debtor, surety or guarantor, for the said obligations and any collateral for the said obligations, except in case of willful misconduct or gross negligence, and except for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for breach by the interruption Lender of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant Agreement or any other person Loan Document.. This release shall include all claims based on the “per annum” calculation as defined in the Note of interest due to be paid by Borrower, based on the “per annum” definition contained in the Illinois Interest Act, 815 Ill. Comp. Stat. §205/9 et seq., and the duty of good faith and fair dealing. This release shall constitute a complete defense of all Claims. Nothing in this release shall be construed (or entityshall be admissible in any legal action or proceeding) as an admission by any of the following services: heatingReleased Parties that any defense, coolingindebtedness, electricalobligation, sewerageliability, water, communications, data transmission, plumbing equipment claims or apparatus; the termination cause of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures action exists which is in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, scope of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordthose hereby released.
Appears in 2 contracts
Sources: Revolving Credit Agreement, Revolving Credit Agreement (Byline Bancorp, Inc.)
Release. Landlord (a) Tenant hereby releases Landlord, its predecessors, predecessors-in-interest, successors, successors-in-interest, and assigns, any of its employees or their subsidiaries, parent companies and agents shall not be liable to Tenantrelated companies, Tenant’s if any, and any of its or their past, present or future directors, officers, shareholders, and employees, agentsof and from all manner of actions, assigneespast, subtenantspresent or future claims, licensees, concessionaires, or to any other person or entity for any damage (including indirect demands and consequential damage), injury, loss, compensation or claim controversies whatsoever, including but not limited to claims for the interruption of if any, known or loss to Tenant’s businessunknown, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with or relating to the destruction Lease.
(b) Effective upon Landlord’s receipt of the Leased Premises; any fire$83,000.00 payment described in Section 2(a), robberyabove, theftconcurrently with Tenant’s execution and delivery of this First Amendment to Landlord, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by hereby releases Tenant, its employees or agents in or about the Leased Premises predecessors, predecessors-in-interest, successors, successors-in-interest, and assigns, any of its subsidiaries, parent companies and related companies, if any, and any data regardless of how stored its or their past, present or future directors, officers, shareholders, and employees, of and from all manner of actions, past, present or future claims, demands and controversies whatsoever, if any, known or unknown, arising in connection with or relating to any late payments of Rent or failure to pay Rent on a timely basis prior to the date of this First Amendment. Upon the later of the Expiration Date or the date on which Tenant has fully and completely performed all of its duties, obligations, responsibilities, and liabilities under the Lease and this First Amendment (including but not limited to data stored magnetically or electronicallythe payment of Note “A” and Note “B” in accordance with their terms) and has fully and completely complied with the terms and provisions of the Lease (as amended hereby) (the later of such dates is herein called the “Completion Date”), Landlord shall be at the sole risk of release Tenant, its predecessors, predecessors-in-interest, successors, successors-in-interest, and Landlord shall not assigns, any of its or their subsidiaries, parent companies and related companies, if any, and any of its or their past, present or future directors, officers, shareholders, and employees, of and from all manner of actions, past, present or future claims, demands and controversies whatsoever, if any, known or unknown, arising in connection with or relating to the Lease, except for any manner be held responsible therefor. In actions, claims, demands, or controversies arising with respect to events occurring or circumstances existing prior to or as of the event that at Completion Date (including, without limitation, any time during such actions, claims, demands or controversies arising in connection with Tenant’s duties and obligations set forth in Article 9 or Section 14.1 of the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordLease).
Appears in 2 contracts
Release. Landlord Effective as of the Closing, the Restricted Executives (on behalf of themselves and its employees and agents shall not be liable to Tenant, Tenant’s employeestheir, agents, assigneestrustees, subtenantsbeneficiaries, licenseesestate, concessionairesheirs, successors and assigns (other than Company)) (each a “Releasor”) hereby: (a) represents and warrants that the Releasors have no Claims, other than Excluded Claims, against the Company, Parent, or any of their respective Affiliates, partners, stockholders, representatives, predecessors, successors, related entities or assigns in their respective capacities as such (collectively, the “Releasees”), with respect to the Company or its respective businesses; (b) irrevocably and unconditionally releases the Releasees from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages or causes of action, choses in action, suits, rights, demands, costs, Losses, debts and expenses (including all attorneys’ fees and costs incurred) of any kind or nature whatsoever, known or unknown, suspected or unsuspected, existing or prospective, relating to the Company, its respective businesses, or the Contemplated Transactions (collectively, “Released Claims”); provided, that the foregoing release does not include Released Claims arising from or related to any other person or entity for rights of any damage Releasor (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in i) under this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant Agreement or any other person or entityAncillary Document to which a Releasor is a party, (ii) if a Releasor is an employee of the following servicesCompany, to any employment compensation or benefits accrued in the normal course for employment services rendered that are due and owing to such Releasor but unpaid as of the Closing, or (iii) with respect to claims that cannot be released as a matter of law (collectively, “Excluded Claims”); provided further, that each Releasor expressly acknowledges that the release contained in this Section 5.11 (Release) applies to all Released Claims as defined above, whether such Released Claims are known or unknown, and includes Released Claims which if known by the releasing party might materially affect its decision to grant the release contained in this paragraph, and that Releasor has considered and taken into account the possible existence of such Released Claims in determining to execute and deliver this Agreement, and Releasor expressly waives any rights or benefits under §1542 of the California Civil Code, or comparable laws as may apply, which provides: heating“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, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment which if known by him or apparatus; the termination of this Lease arising in connection her must have materially affected his or her settlement with the destruction of debtor”; (c) irrevocably and unconditionally covenants and agrees not to assert any suit, demand, litigation, lawsuit, action or claim against any Releasee regarding any Released Claim released under this Section 5.11 (Release); and (d) represents, warrants, covenants and agrees that no Released Claim or possible Released Claim against any Releasee has been or will be assigned or transferred, and agrees to indemnify and hold the Leased Premises; Releasees harmless from any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions liability or damages arising as a result of any other tenants of the Leased Premises such assignment or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordtransfer.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Ideanomics, Inc.), Merger Agreement (Ideanomics, Inc.)
Release. Landlord As of the Agreement Effective Date, the Signatory Investor, on behalf of itself and its employees respective successors and assigns, affiliates, members, directors, managers, officers, employees, agents shall not be liable and representatives (collectively, the “Releasing Parties”) shall, and hereby does, (i) release, acquit, waive and forever discharge each other party that is, or becomes, an Investor, from the time such Investor becomes party to Tenantan effective and binding Investor PSA and Commitment Agreement, Tenantand such Investor’s affiliates and their respective current and former principals, officers, directors, managers, employees, agents, assigneesattorneys, subtenantssuccessors, licenseesassigns, concessionairesindemnitees and representatives of any kind (collectively, or to any other person or entity for any damage (including indirect and consequential damagethe “Released Parties”), injuryfrom and against (A) any and all liability from all claims, lossjudgments, compensation demands, liens, actions, administrative proceedings and causes of action of every kind and nature, whether derivative or claim otherwise, by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, cause, event or other matter whatsoever occurring at any time on or prior to the date hereof, arising out of, relating to or in any way connected with the Debtors, the Judicial Reorganization or the negotiation or consummation of the Restructuring, the Investor PSA, the Agreed Plan, the Commitment Agreement and the various transactions contemplated hereby and thereby (collectively, “Adverse Claims”) and (B) all damages, injuries, contributions, indemnities, compensation, obligations, costs, attorney’s fees and expenses of every kind and nature whatsoever, including but whether known or unknown, fixed or contingent, in law or in equity, sounding in tort or in contract and whether or not limited to claims for the interruption of or loss to Tenant’s businessasserted (collectively, based on“Damages”), arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fireor otherwise relating to such Adverse Claims, robberywhether or not relating to liabilities, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises Adverse Claims or of any other person or entity; and any leakage in any part or portion of the Leased PremisesDamages pending on, or from waterasserted after, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlord.date hereof and
Appears in 2 contracts
Sources: Plan Support Agreement, Plan Support Agreement
Release. Landlord In order to induce the Agents and the Lenders to enter into this Amendment, each of the Borrowers acknowledges and agrees that: (a) none of the Borrowers has any claim or cause of action against the Agents or any Lender (or any of its respective directors, officers, employees or agents); (b) none of the Borrowers has any offset right, counterclaim or defense of any kind against any of their respective obligations, indebtedness or liabilities to the Agents or any Lender; and agents shall not (c) each of the Agents and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrowers. The Borrowers wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Agents' and the Lenders' rights, interests, contracts, collateral security or remedies. Therefore, each of the Borrowers unconditionally releases, waives and forever discharges (x) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any Agent or any Lender to any of the Borrowers, except the obligations to be liable to Tenantperformed by any Agent or any Lender on or after the date hereof as expressly stated in this Amendment, Tenant’s employeesthe Credit Agreement and the other Loan Documents, and (y) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrowers might otherwise have against any Agent, any Lender or any of its directors, officers, employees or agents, assignees, subtenants, licensees, concessionaires, in either case (x) or to any other person or entity for any damage (including indirect and consequential damagey), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions on account of any other tenants past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of the Leased Premises action, defense, circumstance or matter of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordkind.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Nationsrent Inc), Revolving Credit and Term Loan Agreement (Nationsrent Inc)
Release. Landlord and its employees and agents shall (a) The Purchaser acknowledges that the Seller may possess material nonpublic information regarding the Company not known to the Purchaser (the “Seller Information”). The Seller Information may or may not be liable material, may or may not have been publicly disclosed by or on behalf of the Company or the Seller, directly or indirectly, and may or may not be available to TenantPurchaser from sources other than the Company or the Seller. Effective upon the Closing, Tenant’s the Purchaser hereby:
(i) agrees that none of the Seller, its directors, officers, partners, stockholders, members, investors, employees, agentsattorneys, assigneesagents or representatives or any Affiliate of the foregoing (together, subtenantswith the successors and assigns of any such Person, licenseesthe “Seller Released Parties”) shall have any liability to the Purchaser or its Affiliates (or any of their respective successors, concessionairesassigns or heirs) with respect to the existence, possession or non-disclosure of any Seller Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or to reimbursement;
(ii) irrevocably and fully waives, releases, acquits and discharges forever any other person right, claim or entity for cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-disclosure of any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoeverSeller Information, including but not limited without limitation pursuant to claims for Sections 10(b) and 20A of the interruption Exchange Act, or the rules and regulations promulgated by the SEC under the Exchange Act, and relinquishes all rights and remedies accorded by applicable Law to a buyer of securities with respect to the Shares to the maximum extent permitted by Law, as well as all rights to participate in any claim, action or loss remedy others may now or hereafter have with respect to Tenant’s businessthe foregoing;
(iii) with respect to the purchase and sale of the Shares, based on, arising out releases and discharges each Seller Released Party of or resulting and from any cause whatsoever and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which Purchaser and/or its Affiliates (except as otherwise provided in this Article)or any of their respective successors, including but not limited assigns or heirs) may have against any Seller Released Party, to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises extent arising from or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction existence, possession or non-disclosure of any Seller Information whether asserted, unasserted, absolute, contingent, known or unknown;
(iv) represents to each Seller Released Party that (A) it has not assigned any claim or possible claim against any Seller Released Party, (B) it fully intends to release all claims against the Seller Released Parties as set forth above, and (C) it has been advised by, and has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the Leased Premisesconsequences of the waivers and releases set forth in this Section 3.1(a); and
(v) agrees not to institute any fireaction against any Seller Released Party with respect to any of the claims released pursuant to this Section 3.1(a).
(b) The Seller acknowledges that the Purchaser may possess material nonpublic information regarding the Company not known to the Seller (the “Purchaser Information”). The Purchaser Information may or may not be material, robberymay or may not have been publicly disclosed by or on behalf of the Company or the Purchaser, theftdirectly or indirectly, vandalismand may or may not be available to Seller from sources other than the Company or the Purchaser. Effective upon the Closing, mysterious disappearance and/or the Seller hereby:
(i) agrees that none of the Purchaser, its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents or representatives or any other casualty; Affiliate of the actions foregoing (together, with the successors and assigns of any other tenants such Person, the “Purchaser Released Parties”) shall have any liability to the Seller or its Affiliates (or any of their respective successors, assigns or heirs) with respect to the existence, possession or non-disclosure of any Purchaser Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement;
(ii) irrevocably and fully waives, releases, acquits and discharges forever any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-disclosure of any Purchaser Information, including without limitation pursuant to Sections 10(b) and 20A of the Leased Premises Exchange Act, or the rules and regulations promulgated by the SEC under the Exchange Act, and relinquishes all rights and remedies accorded by applicable Law to a seller of securities with respect to the Shares to the maximum extent permitted by Law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing;
(iii) with respect to the purchase and sale of the Shares, releases and discharges each Purchaser Released Party of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which Seller and/or its Affiliates (or any of their respective successors, assigns or heirs) may have against any Purchaser Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any other person Purchaser Information whether asserted, unasserted, absolute, contingent, known or entity; unknown;
(iv) represents to each Purchaser Released Party that (A) it has not assigned any claim or possible claim against any Purchaser Released Party, (B) it fully intends to release all claims against the Purchaser Released Parties as set forth above, and any leakage in any part or portion (C) it has been advised by, and has consulted with, counsel with respect to the execution and delivery of this Agreement and has been fully apprised of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part consequences of the Leased Premiseswaivers and releases set forth in this Section 3.1(b); and
(v) agrees not to institute any action against any Purchaser Released Party with respect to any of the claims released pursuant to this Section 3.1(b).
(c) Notwithstanding anything herein to the contrary, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood provisions of Sections 3.1(a) and agreed that any failure or inability to furnish any services by Landlord 3.1(b) above shall not be considered an evictiondeemed to constitute a release or discharge of, actual or constructiveotherwise apply to, any claim or cause of action, at law or in equity, of Tenant from either party against the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement other party for breach of any Rent payable hereunder. Any goods, property representation or personal effects stored warranty made under this Agreement or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordTransaction Documents.
Appears in 2 contracts
Sources: Stock Purchase Agreement (CIFC Parent Holdings LLC), Stock Purchase Agreement (Bounty Investments, LLC)
Release. Landlord 3.1 This deed is in full and final settlement of
(a) subject to Clauses 3.2, 3.3, 3.4 and 3.5 all sums owing or which may become owing, all and/or any actions, claims, rights, demands, whether or not presently known or suspected, and whether actual or contingent, from the beginning of time up to and including the date of this Deed, that Amarin, on behalf of itself and/or any of its employees predecessors, successors, parents, subsidiaries, affiliates, related entities, and agents shall not be liable to Tenantthe assigns, Tenant’s employeestransferees, representatives, principals, agents, assigneesofficers, subtenantsdirectors and shareholders of any of them, licenseesacting in such capacity (collectively the “Amarin Releasing Parties”) ever had, concessionairesmay have or hereafter can, shall or may have against Elan, all of Elan’s predecessors, successors, parents, subsidiaries, affiliates, related entities, and the assigns, transferees, representatives, principals, agents, officers, directors and shareholders of any of them, acting in such capacity (collectively the “Elan Released Parties”) arising in connection with or related to the Elan Debt Agreements, the Elan Charge and the Zelapar Agreement (the “Amarin Released Claims”) and of:
(b) subject to Clauses 3.2, 3.3, 3.4 and 3.5 all sums owing or which may become owing, all and/or any actions, claims, rights, demands, whether or not presently known or suspected, and whether actual or contingent, from the beginning of time up to and including the date of this Deed, that Elan, on behalf of itself and/or any of its predecessors, successors, parents, subsidiaries, affiliates, related entities, and the assigns, transferees, representatives, principals, agents, officers, directors and shareholders of any of them, acting in such capacity (collectively the “Elan Releasing Parties”) ever had, may have or hereafter can, shall or may have against Amarin, all of Amarin’s predecessors, successors, parents, subsidiaries, affiliates, related entities, and the assigns, transferees, representatives, principals, agents, officers, directors and shareholders of any of them, acting in such capacity (collectively the “Amarin Released Parties”) arising in connection with or related to the Elan Debt Agreements, the Elan Charge and the Zelapar Agreement (the “Elan Released Claims”).
3.2 Nothing in this Deed shall prevent either party making any clams or demands in respect of the Warrant Instrument, the Loan Instrument, the Elan Charge (as amended by the Debenture Amendment Agreement No. 2) or any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited agreement of even date herewith to claims include for the interruption avoidance of doubt any other Restructuring Document or other document described in the “Escrow Letter” of today’s date entered into by Amarin and Elan Corp, in respect of claims arising solely in connection with matters on or after the date of this Deed or any other agreement or arrangement entered into between the parties and/or their respective subsidiary companies subsequent to the parties entering into this Deed
3.3 Nothing in this Deed shall be deemed a release of or loss to Tenantotherwise prejudice or affect:
(a) EIS’ or Monksland’s businessrights as ordinary shareholders of Amarin, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion extent of the Leased Premises which releases provided by the Amarin Releasing Parties to the Elan Released Parties on their behalf, nor their rights under the Registration Rights Agreement dated as of 21 October 1998 and amended by Amendment No. 1 and Waiver dated 27 January 2003 between Amarin, EIS and Monksland;
(b) any right of any party to enforce the provisions of this Deed;
(c) without prejudice to the generality of the foregoing, any right the Elan Releasing Parties or the Amarin Released Parties may have against the Elan Releasing Parties, the Amarin Released Parties and/or Valeant under (i) the Permax Assignment and Assumption Agreement between EP Inc., Amarin and Valeant Pharmaceuticals International; (ii) the Zelapar Assignment and Assumption Agreement between EPIL and Amarin; (iii) the Zelapar Assignment and Assumption Agreement between Amarin, EPIL and Valeant Pharmaceuticals International; and in particular the rights to indemnification provided thereunder;
(d) any provision of any agreement requiring confidential information of a party to be kept confidential and/or not misused by the other party;
(e) the provisions relating to product liability set out in Clauses 3.4 and 3.5 below; and accordingly, the Elan Debt Agreements and the Zelapar Agreement are deemed terminated with effect from the obligation date of Tenant; interruption this Deed if not already terminated, so that only the post-termination restrictions on confidentiality shall apply.
3.4 EP Inc and Amarin retain their respective rights and are subject to such obligations as are set out in Clause 4 of the Assignment and Assumption Agreement relating to Permax with effective date 29th March 2002.
3.5 Elan Corp represents and warrants to Amarin that to Elan’s knowledge there are no Proceedings or pending Proceedings that have been commenced against Elan or any of its subsidiaries relating to the use of the Leased Premises product Zelapar in the Clinical Trials. Additionally, to Elan’s knowledge, no such Proceeding has been threatened nor to Elan’s knowledge is Elan aware of any circumstances which are likely to give rise to any Claim (as defined below).
3.6 Amarin shall indemnify Elan from and against any claim, damage or any equipment therein; any accident or damage resulting from loss, including reasonable attorneys’ fees (a “Claim”), to the extent that such Claim is related to the use of Zelapar in the Clinical Trials save that the foregoing indemnity shall not apply:
(a) to the extent a Claim is attributable to an act or operation omission of Elan constituting negligence, recklessness, wilful misconduct or fraud by Elan; and/or
(by Landlord, Tenant or any other person or entityb) where Elan is breach of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; warranty and representation set out in Clause 3.5 Claim has been commenced as of the termination date of this Lease arising in connection with Deed or, to the destruction actual knowledge of Elan, is threatened as of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions date of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordDeed.
Appears in 2 contracts
Sources: Settlement Agreement, Settlement Agreement (Amarin Corp Plc\uk)
Release. Landlord For and in consideration of the Loan hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its employees agents, attorneys, heirs, successors, and assigns (collectively the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge the Administrative Agent and each Lender, and each of their respective successors, assigns, heirs, affiliates, subsidiaries, parent companies, principals, directors, officers, employees, shareholders and agents shall not (hereinafter called the “Lender Parties”), and 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 to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident injury or damage resulting therefrom (collectively the “Released Parties”), of and from the use or operation any and all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses, fees (by Landlordincluding, Tenant or any other person or entitywithout limitation, reasonable attorneys’ fees) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions and demands of any other tenants of the Leased Premises kind whatsoever, at law or of any other person in equity, whether matured or entity; and any leakage in any part unmatured, liquidated or portion of the Leased Premisesunliquidated, DM3\2429630.8 vested or from watercontingent, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇▇ or inchoate, known or unknown that the Releasing Parties (or any of them) have or may have, against the 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 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 or with actual willful misconduct or illegal activity. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s sole remedy 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 Loan 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 recovering upon 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 hereby knowingly, voluntarily, intentionally and expressly waives and relinquishes any and all rights and benefits that it respectively may have as against any 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 claim shall be general release extends to institute an independent action against Landlordclaims which any of the Releasing Parties does not know or suspect to exist as of the date hereof.
Appears in 2 contracts
Sources: Term Loan and Security Agreement (Diversicare Healthcare Services, Inc.), Term Loan and Security Agreement (Diversicare Healthcare Services, Inc.)
Release. Landlord Effective (x) with respect to the Theravance Initial Released Claims (as defined below), upon the Closing (and irrespective of whether the Innoviva Closing occurs), and (y) with respect to the Theravance Subsequent Released Claims (as defined below), upon the Innoviva Closing (provided the Innoviva Closing occurs within three (3) business days of the Closing), each of Theravance Biopharma and GSK, on behalf of itself and each of its affiliates and subsidiaries (collectively, the “Theravance Biopharma/GSK Releasing Parties”), hereby unconditionally and forever releases, waives and discharges all claims, actions, causes of action, choses in action, suits, debts, damages, dues, sums of money, accounts, reckonings, bonds, bills, specialties, controversies, variances, trespasses, judgments, remedies, rights of set-off, third-party claims, subrogation claims, contribution claims, reimbursement claims, indemnity claims, counterclaims, and crossclaims, whether known or Unknown Claims, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, whether direct, indirect, derivative, or otherwise, and whether arising in law, equity or otherwise (collectively, “Causes of Action”) that could have been, or may be, asserted by or on behalf of such Theravance Biopharma/GSK Releasing Party against the other Theravance Biopharma/GSK Releasing Party and its employees affiliates or subsidiaries and agents shall not be liable to Tenantthe respective current and former officers, Tenant’s managers, affiliates, subsidiaries, partners, directors, employees, agents, assigneesmembers, subtenantsshareholders, licenseessecurities holders, concessionairesnote holders, advisors and professionals (including any attorneys, accountants, consultants, financial advisors, investment bankers and other professionals retained by such persons) of such other parties and the affiliates and subsidiaries thereof, together with their respective successors and assigns, each solely in its capacity as such (collectively, the “Theravance Biopharma/GSK Released Parties”), to the extent, in each case, based on any act, omission, transaction, event, occurrence or facts or circumstances taking place, being omitted, existing or otherwise arising prior to (i) the Closing (the “Theravance Initial Released Claims”), or (ii) the Innoviva Closing (the “Theravance Subsequent Released Claims”), and, in each case (i) and (ii), relating to (a) that certain Collaboration Agreement, dated as of November 14, 2002, as amended on April 11, 2006 and March 3, 2014, by and between Innoviva and GSK (the “Collaboration Agreement”), (b) the Master Agreement, (c) that certain Extension Agreement, dated as of March 3, 2014, by and between Theravance Biopharma and GSK (the “Extension Agreement”), and (d) the EPAs, in each case including any and all related or ancillary agreements, certificates or documents ((i) and (ii) collectively, the “Theravance Released Claims”). Notwithstanding the foregoing and anything contrary set forth herein, nothing in this Agreement shall constitute a termination of the Collaboration Agreement, the Extension Agreement or the EPAs, in each case including any and all related or ancillary agreements, certificates or documents, nor a waiver, release, discharge or termination of any right to receive royalties payable by GSK (and related matters) following the Closing, and nothing herein shall limit or affect in any manner GSK’s ownership, intellectual property and control rights with respect to the Collaboration Products (as defined in the Collaboration Agreement) under the Collaboration Agreement. Effective (x) with respect to the Innoviva Initial Released Claims (as defined below), upon the Closing (and irrespective of whether the Innoviva Closing occurs), and (y) with respect to the Innoviva Subsequent Released Claims (as defined below), upon the Innoviva Closing (provided the Innoviva Closing occurs within three (3) business days of the Closing), each of Innoviva and GSK, on behalf of itself and each of its affiliates and subsidiaries (collectively, the “Innoviva/GSK Releasing Parties”, and together with the Theravance Biopharma/GSK Releasing Parties, the “Releasing Parties”), hereby unconditionally and forever releases, waives and discharges all Causes of Action that could have been, or may be, asserted by or on behalf of such Innoviva/GSK Releasing Party against the other person Innoviva/GSK Releasing Party and its affiliates or entity for any damage subsidiaries and the respective current and former officers, managers, affiliates, subsidiaries, partners, directors, employees, agents, members, shareholders, securities holders, note holders, advisors and professionals (including indirect any attorneys, accountants, consultants, financial advisors, investment bankers and consequential damageother professionals retained by such persons) of such other parties and the affiliates and subsidiaries thereof, together with their respective successors and assigns, each solely in its capacity as such (collectively, the “Innoviva/GSK Released Parties”, and together with the Theravance Biopharma/GSK Released Parties, the “Released Parties”), injuryto the extent, lossin each case, compensation based on any act, omission, transaction, event, occurrence or claim whatsoeverfacts or circumstances taking place, being omitted, existing or otherwise arising prior to (i) the Closing (the “Innoviva Initial Released Claims”), or (ii) the Innoviva Closing (the “Innoviva Subsequent Released Claims”), and, in each case (i) and (ii), relating to (a) the Collaboration Agreement, (b) the Master Agreement, (c) the Extension Agreement, and (d) the EPAs, in each case including but not limited any and all related or ancillary agreements, certificates or documents ((i) and (ii) collectively, the “Innoviva Released Claims”, and together with the Theravance Released Claims, the “Released Claims”); provided, however, that (i) claims (if any) related to the incorrect reporting, calculation, or payment of royalties payable by GSK to Innoviva under the Collaboration Agreement on Net Sales of Retained Products (as defined in that certain Limited Liability Company Agreement of TRC (as amended, the “TRC LLC Agreement”)) in calendar year 2021 (regardless of when such payments are recognized, due or paid, provided that such Net Sales occurred in calendar year 2021) shall be handled in accordance with the immediately following paragraph below (such claims described in clause (i) of this proviso are referred to herein as “2021 Claims”) and (ii) claims (if any) related to the incorrect reporting, calculation or payment of royalties payable by GSK to Innoviva under the Collaboration Agreement on Net Sales of Retained Products for the interruption period on or after January 1, 2022 (regardless of when such payments are recognized, due or loss to Tenant’s businesspaid) shall not be deemed Innoviva Released Claims. Notwithstanding the foregoing and anything contrary set forth herein, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided nothing in this Article)Agreement shall constitute a termination of the Collaboration Agreement, the Extension Agreement or the EPAs, in each case including but not limited any and all related or ancillary agreements, certificates or documents, nor a waiver, release, discharge or termination of any right to receive royalties payable by GSK (and related matters) following the Closing, and nothing herein shall limit or affect in any manner GSK’s ownership, intellectual property and control rights with respect to the following: repairs Collaboration Products under the Collaboration Agreement. During the period from the Closing until the date that is thirty (30) days following the Closing, Innoviva may elect to any portion exercise its rights under Section 6.10 of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by LandlordCollaboration Agreement to audit GSK with respect to 2021 Claims. If such election is made, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising GSK shall provide information and reasonably cooperate with Innoviva and its representatives in connection with such audit in each case in the destruction manner set forth in the Collaboration Agreement and consistent with the prior audit practices under the Collaboration Agreement. Subject to GSK’s compliance in all material respects with the foregoing, Innoviva shall use commercially reasonable efforts to cause such audit to be completed within 120 days of the Leased PremisesClosing; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is it being understood and agreed that such 120 day period shall be tolled for any failure or inability period of time in which GSK fails to furnish comply in any services by Landlord material respect with its cooperation and access obligations (such 120 day period, as may be extended in accordance with the foregoing, the “Audit Period”). At the conclusion of the Audit Period, Innoviva shall provide to GSK a written description (an “Audit Notice”) in reasonable detail of any Cause of Action it believes it has against GSK with respect to the 2021 Claims. To the extent that a Cause of Action is identified on such notice, such Cause of Action (those Causes of Action deriving from it) shall not be considered deemed an evictionInnoviva Released Claim hereunder and Innoviva shall have all rights and remedies available to it under the Collaboration Agreement, actual applicable law or constructiveotherwise in respect thereof. If Innoviva does not exercise its audit right during the 30 day period identified above or does not deliver an Audit Notice within the time specified above, all 2021 Claims shall be deemed Released Claims and Innoviva may not exercise its right to audit GSK pursuant to Section 6.10 of Tenant from the Leased Premises and shall not entitle Tenant Collaboration Agreement or otherwise with respect to terminate this Lease or any period prior to an abatement of any Rent payable hereunderJanuary 1, 2022. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about Cause of Action not set forth on the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) Audit Notice shall be at deemed a Released Claim. For the sole risk avoidance of Tenantdoubt, and Landlord nothing herein shall not affect Innoviva’s rights to audit in accordance with Section 6.10 of the Collaboration Agreement 2022 or any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordyear thereafter in respect of Retained Products.
Appears in 2 contracts
Sources: Master Consent (Theravance Biopharma, Inc.), Equity Purchase and Funding Agreement (Theravance Biopharma, Inc.)
Release. Landlord In order to induce the Agent and the Banks to enter into this ------- Amendment, each of the Borrowers, on behalf of itself and its Subsidiaries, acknowledges and agrees that: (a) such Person does not have any claim or cause of action against the Agent, the Arranger, the Collateral Agent, the Swing Line Bank or any Bank (or any of its respective directors, officers, employees or agents); (b) such Person does not have any offset right, counterclaim or defense of any kind against any of its respective obligations, indebtedness or liabilities to the Agent, the Arranger, the Collateral Agent, the Swing Line Bank or any Bank; and agents shall not (c) each of the Agent, the Arranger, the Collateral Agent, the Swing Line Bank and the Banks has heretofore properly performed and satisfied in a timely manner all of its obligations to such Person. Each of the Borrowers, on behalf of itself and its Subsidiaries, wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Agent's, the Arranger's, the Collateral Agent's, the Swing Line Bank's and the Banks' rights, interests, contracts, collateral security or remedies. Therefore, each of the Borrowers, on behalf of itself and its Subsidiaries, unconditionally releases, waives and forever discharges (x) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Agent, the Arranger, the Collateral Agent, the Swing Line Bank or any Bank to such Person, except the obligations to be liable to Tenantperformed by the Agent, Tenant’s employeesthe Arranger, the Collateral Agent, the Swing Line Bank or any Bank on or after the date hereof as expressly stated in this Amendment, the Loan Agreement and the other Loan Documents, and (y) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which such Person might otherwise have against the Agent, the Arranger, the Collateral Agent, the Swing Line Bank, any Bank or any of its directors, officers, employees or agents, assignees, subtenants, licensees, concessionaires, in either case (x) or to any other person or entity for any damage (including indirect and consequential damagey), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions on account of any other tenants past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of the Leased Premises action, defense, circumstance or matter of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordkind.
Appears in 2 contracts
Sources: Loan Agreement (Medallion Financial Corp), Loan Agreement (Medallion Financial Corp)
Release. Landlord As a material part of the consideration for the Administrative Agent, the Required Lenders, the Swingline Lender and its employees the Issuing Lender entering into this Amendment, the Borrower and agents shall not be liable to Tenanteach Subsidiary Guarantor (collectively, Tenantthe “Releasors”) agree as follows (the “Release Provision”):
(a) The Releasors, jointly and severally, hereby release and forever discharge the Administrative Agent, the Swingline Lender, the Issuing Lender, each Lender and the Administrative Agent’s, the Swingline Lender’s, Issuing Lender’s and each Lender’s predecessors, successors, assigns, officers, managers, directors, shareholders, employees, agents, assigneesattorneys and other professionals, subtenantsrepresentatives, licenseesparent corporations, concessionairessubsidiaries, and affiliates (hereinafter all of the above collectively referred to as the “Lender Group”), from any and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions, and causes of action of any nature whatsoever and whether arising at law or in equity, presently possessed, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, presently accrued, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted arising out of, arising under or related to the Loan Documents (collectively, the “Claims”), that Releasors may have or
(b) The Releasors agree not to ▇▇▇ any of the Lender Group nor in any way assist any other person or entity in suing the Lender Group with respect to any of the Claims released herein. The Release Provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the release contained herein.
(c) The Releasors acknowledge, warrant, and represent to Lender Group that:
(i) The Releasors have read and understand the effect of the Release Provision. The Releasors have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasors has read and considered the Release Provision and advised Releasors with respect to the same. Before execution of this Amendment, the Releasors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision.
(ii) The Releasors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Releasors acknowledge that Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein.
(iii) The Releasors have executed this Amendment and the Release Provision thereof as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person or entity.
(iv) The Releasors are the sole owners of the Claims released by the Release Provision, and the Releasors have not heretofore conveyed or assigned any interest in any such Claims to any other person or entity for entity.
(d) The Releasors understand that the Release Provision was a material consideration in the agreement of the Administrative Agent, Swingline Lender, Issuing Lender and each Lender to enter into this Amendment.
(e) It is the express intent of the Releasors that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of Lender Group so as to foreclose forever the assertion by the Releasors of any damage Claims released hereby against Lender Group.
(including indirect f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions shall remain in full force and consequential damage), injury, loss, compensation effect.
(g) The Releasors acknowledge that they may hereafter discover facts in addition to or claim whatsoever, including but not limited to claims for the interruption of different from those that they now know or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited believe with respect to the following: repairs Claims released herein, but the Releasors expressly shall have and intend to fully, finally and forever have released and discharged any portion and all such Claims. The Releasors expressly waive any provision of statutory or decisional law to the Leased Premises which are effect that a general release does not extend to Claims that the obligation of Tenant; interruption releasing party does not know or suspect to exist in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be such party’s favor at the sole risk time of Tenant, and Landlord shall not in any manner be held responsible therefor. In executing the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordrelease.
Appears in 2 contracts
Sources: Credit Agreement (Global Power Equipment Group Inc.), Credit Agreement (Global Power Equipment Group Inc.)
Release. Landlord (a) Effective as of the Closing, each Seller on such Seller’s own behalf and its employees on behalf of Seller’s, heirs, successors, trustees, executors, administrators, assigns, Representatives and agents shall not be liable to TenantAffiliates and any other Person that may claim by, Tenant’s through or in the right of such Seller (collectively, the “Seller Releasing Parties”), hereby irrevocably waives, releases and discharges the Company, the Subsidiaries and their Affiliates and any director, manager, equityholder, member, partner, officer, employees, agentsowners, assigneesaccountants, subtenantsconsultants, licenseesadvisors, concessionairesattorneys and other Representatives and any successor, heir or assign of any of the foregoing (collectively, the “Purchaser Released Parties”) from any and all Actions, Liabilities, Contracts and claims of any kind or nature whatsoever, which each Seller Releasing Party or any of their respective Affiliates, or any of their respective heirs, executors, administrators or assigns, now has, has ever had, or may hereafter have against any Purchaser Released Party arising on or prior to any other person the Closing or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption on account of or loss to Tenant’s business, based on, arising out of any matter, cause or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited event related to the following: repairs Company, any Subsidiary or the Business and occurring on or prior to any portion the Closing, in each case (i) solely to the extent related to such Seller Releasing Party’s capacity as a direct or indirect holder of Equity Interests of the Leased Premises which are the obligation of Tenant; interruption Company and (ii) whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, direct or indirect, both in the use of the Leased Premises law or in equity, and such Seller Releasing Party shall not seek to recover any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant amounts or any other person remedy in connection therewith or entitythereunder from any Purchaser Released Party; provided, however, that the foregoing release will not be construed to apply to or release any claims relating to or arising under this Agreement, the Ancillary Agreements, any directors’ or officers’ liability insurance policy (including the Tail Policy) or the indemnification obligations of the following services: heatingCompany or any Subsidiary to any Seller Releasing Party in such Seller Releasing Party’s capacity as a director, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment officer or apparatus; manager under the termination Organizational Documents of the Company or the Subsidiaries. Each Purchaser Released Party that is not a party to this Agreement is an express third-party beneficiary of this Lease Section 6.7(a).
(b) Effective as of the Closing, the Purchaser, on its own behalf and on behalf of its heirs, successors, trustees, executors, administrators, assigns, Representatives and Affiliates (including, after the Closing, the Company and the Subsidiaries) and any other Person that may claim by, through or in the right of the Purchaser (collectively, the “Purchaser Releasing Parties”), hereby irrevocably waives, releases and discharges the Sellers and their respective Affiliates and any director, manager, equityholder, member, partner, officer, employees, owners, accountants, consultants, advisors, attorneys and other Representatives and any successor, heir or assign of any of the foregoing (collectively, the “Seller Released Parties”) from any and all Actions, Liabilities, Contracts and claims of any kind or nature whatsoever, which each Purchaser Releasing Party or any of their respective Affiliates, or any of their respective heirs, executors, administrators or assigns, now has, has ever had, or may hereafter have against any Seller Released Party arising on or prior to the Closing, in each case (i) solely to the extent related to such Seller Released Party’s capacity as a direct or indirect holder of Equity Interests of the Company and (ii) whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, direct or indirect, both in law or in equity, and such Purchaser Releasing Party shall not seek to recover any amounts or any other remedy in connection with therewith or thereunder from any Seller Released Party; provided, however, that the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall foregoing release will not be considered construed to apply to or release any claims relating to or arising under this Agreement or the Ancillary Agreements. Each Seller Released Party that is not a party to this Agreement is an eviction, actual or constructive, express third-party beneficiary of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordSection 6.7(b).
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Quipt Home Medical Corp.), Membership Interest Purchase Agreement (Great Elm Group, Inc.)
Release. Landlord
6.1 Upon the entry of the Final Order and its employees Judgment, Plaintiffs and agents shall not be liable each Settlement Class Member, on behalf of themselves and their current and former/predecessor agents, heirs, executors and administrators, successors, assigns, insurers, attorneys, representatives, shareholders, and any and all persons who in the future seek to Tenantclaim through or in the name or right of any of them (the “Releasing Parties”), Tenant’s release and forever discharge (as by an instrument under seal without further act by any person, and upon good and sufficient consideration), Defendants and each of their current or former administrators, insurers, reinsurers, agents, firms, parent companies/corporations, sister companies/corporations, subsidiaries and affiliates (including without limitation Mercedes-Benz US International), and all other entities, including without limitation manufacturers, suppliers, and distributors (including wholesale and retail distributors), and affiliated dealerships, and all of the foregoing persons’ or entities’ respective predecessors, successors, assigns and present and former officers, directors, shareholders, employees, agents, assigneesattorneys, subtenantsrepresentatives, licenseesas well as their insurers (collectively, concessionairesthe “Released Parties”) from each and every claim of liability, on any legal or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim equitable ground whatsoever, including relief under federal law or the laws of any state, that were or could have been made regarding or related to the Litigation Claims, but not including claims for personal injury, wrongful death, or emotional distress (the “Released Claims”).
6.2 The releases provided for herein are as a result of membership as a Settlement Class Member or status as a Person with a legal right to assert claims of a Settlement Class Member, the Court’s approval process herein, and occurrence of the Effective Date, and are not conditional on receipt of payment by any particular Settlement Class Member. Persons who, after the date of the Preliminary Approval Order, acquire legal rights to assert claims within the scope of this Agreement that belong initially to a Settlement Class Member shall take such rights subject to all of the terms, time periods, releases, caps, prohibitions against overlapping or double recoveries, and other provisions contained herein.
6.3 The release provided by this Agreement shall be and is broad and expansive and shall include the release of all damages, burdens, obligations of liability of any sort, including, without limitation, penalties, punitive damages, exemplary damages, statutory damages, damages based upon a multiplication of compensatory damages, court costs, or attorneys’ fees or expenses, which might otherwise have been made in connection with any Released Claims. However, excluded from this release are any claims for personal injury, wrongful death, or emotional distress.
6.4 The release includes all claims that the Releasing Parties have or may hereafter discover including, without limitation, claims, injuries, damages, or facts in addition to or different from those now known or believed to be true with respect to any matter disposed of by this settlement. The Releasing Parties have fully, finally, and forever settled and released any and all such claims, injuries, damages, or facts, whether known or unknown, suspected or unsuspected, contingent or non-contingent, past or future, whether or not concealed or hidden, which exist, could exist in the future, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future related to matters arising from or in any way related to, connected with, or resulting from the Litigation Claims, including, but not limited to, conduct which is negligent, reckless, willful, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to claims the subsequent discovery or existence of such different or additional facts.
6.5 The Releasing Parties shall be deemed by operation of the Final Order and Judgment in the Litigation to have acknowledged that the foregoing release was separately bargained for and a key element of this Settlement of which the interruption releases herein are a part. The Releasing Parties expressly and intentionally release any and all rights and benefits which they now have or in the future may have under the terms of the law (whether statutory, common law, regulation, or loss otherwise) of any other state or territory of the United States within the scope of the Released Claims.
6.6 Class Counsel shall cooperate with Released Parties to Tenant’s business, based on, arising out ensure that the releases set forth in the Final Approval Order are given their full force and effect (including by seeking the inclusion of or resulting from any cause whatsoever (except as otherwise provided the releases in the Final Order and Judgment and the Reimbursement Claims Forms) and to ensure that Releasing Parties comply with their obligations set forth in this Article)Agreement.
6.7 In the event that any Releasing Party seeks to invoke California Civil Code § 1542, including but not limited to the followingwhich provides that: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation 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. (by Landlord, Tenant or any other person like provision or entityprinciple of law of any jurisdiction) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction Litigation Claims, the Releasing Parties and each of them expressly waive the provision of California Civil Code § 1542 (or any other like provision or principle of law of any jurisdiction) to the full extent that these provisions may be applicable to this release. Each of the Leased PremisesReleasing Parties hereby does, and shall be deemed to, have considered the possibility that the number or magnitude of all claims may not currently be known; any firenevertheless, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants each of the Leased Premises Releasing Parties assumes the risk that claims and facts additional, different, or of any other person contrary to the claims and facts that each believes or entity; and any leakage in any part understands to exist may now exist or portion may be discovered after the settlement becomes effective. Each of the Leased PremisesReleasing Parties agrees that any such additional, different, or from watercontrary claims and facts shall in no way limit, rain, ice or snow that may leak, intowaive, or flow fromreduce the foregoing release, which shall remain in full force and effect. Nothing in this paragraph shall be construed as modifying or limiting the other provisions of the settlement concerning the potential availability of claims. Nothing in this paragraph shall be construed as waiving or releasing any personal injury, wrongful death, or emotional distress claims.
6.8 No Releasing Party shall recover, directly or indirectly, any part sums for Released Claims from the Released Parties, other than consideration and sums received under this Agreement and that the Released Parties shall have no obligation to make any payments to any non-parties for liability arising out of the Leased PremisesReleased Claims, or from drains, pipes or plumbing fixtures other than as set forth in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordSettlement.
Appears in 2 contracts
Sources: Class Action Settlement Agreement, Class Action Settlement Agreement
Release. Landlord (a) Effective as of the Closing, Buyer, on behalf of itself and its employees and agents shall not be liable to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage Subsidiaries (including indirect the Company and consequential damageBlocker) and its and their respective successors, assigns, Representatives, administrators, executors, beneficiaries, agents and its controlled Affiliates (collectively, the “Buyer Releasing Persons”), injuryhereby unconditionally and irrevocably waives, lossreleases, compensation remises and forever discharges any rights, claims and Losses of any type that any Buyer Releasing Person has had, now has or claim whatsoevermight now or hereafter have against, including but not limited as applicable, AT&T and its Affiliates (excluding Blocker and the Company) and each of their respective individual, joint or mutual, past, present and future representatives, Affiliates, stockholders, Subsidiaries, successors and assigns (collectively, the “Seller Released Persons”) in respect of, relating to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with (x) such Seller Released Persons’ ownership of Blocker Units or equity interests in the destruction of Company which existed on or prior to the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased PremisesClosing Date, or (y) the Business contemporaneously with or prior to the Closing, except: (i) for rights, claims and Losses under any Commercial/Transition Agreement or any Surviving Affiliate Agreement or arising from waterand after the Execution Date under the terms of this Agreement or any Ancillary Agreement, rain(ii) as otherwise expressly contemplated by the terms of this Agreement, ice any Ancillary Agreement, any Commercial/Transition Agreement or snow that may leakany Surviving Affiliate Agreement, into(iii) in the case of Fraud, or flow from(iv) any bona fide rights, claims and Losses that are notified in good faith to a Seller Released Person in writing by a Buyer Releasing Person prior to the Closing; provided, that no rights, claims and Losses arising under any part of the Leased Premises, Ancillary Agreement or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability arrangements not contemplated to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be terminated at the sole risk of TenantClosing pursuant to the terms hereof are waived, and Landlord shall not in any manner be held responsible thereforreleased, remised or discharged pursuant to this Section 6.14. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy , on behalf of the Buyer Releasing Persons, acknowledges that the releases and waivers in this Section 6.14 have been agreed upon and given in light of such facts and that the releases and waivers are intended to apply to all claims, causes of action, Orders, assessments, damages, deficiencies, losses, fines, interest, liabilities (including any indebtedness), obligations, penalties, executions and covenants.
(b) Effective as of the Closing, AT&T, on behalf of itself and its successors, assigns, Representatives, administrators, executors, beneficiaries, agents and its controlled Affiliates (collectively, the “Seller Releasing Persons”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges any rights, claims and Losses of any type that any Seller Releasing Person has had, now has or might now or hereafter have against, as applicable, Buyer, Blocker, the Company, and each of their respective individual, joint or mutual, past, present and future representatives, Affiliates, stockholders, Subsidiaries, successors and assigns (collectively, the “Buyer Released Persons”) in respect of, relating to or arising in connection with such Seller Releasing Persons’ ownership of the Blocker Units which existed on or prior to the Closing Date, except: (i) for recovering rights, claims and Losses under any Commercial/Transition Agreement or any Surviving Affiliate Agreement or arising from and after the Execution Date under the terms of this Agreement or any Ancillary Agreement, (ii) as otherwise expressly contemplated by the terms of this Agreement, any Ancillary Agreement, any Commercial/Transition Agreement or any Surviving Affiliate Agreement, (iii) for rights to indemnification, exculpation or advancement of expenses under any employment or under the organizational documents of any Buyer Released Person, in each case existing as of the date hereof, of (x) Blocker in respect of the directors or officers of Blocker or (y) of the Company in respect of the managers of the Company appointed by AT&T, (iv) in the case of Fraud, or (v) any bona fide rights, claims and Losses that are notified in good faith to a Buyer Released Person in writing by a Seller Releasing Person prior to the Closing; provided, that no rights, claims and Losses arising under any Ancillary Agreement or any arrangements not contemplated to be terminated at the Closing pursuant to the terms hereof are waived, released, remised or discharged pursuant to this Section 6.14. AT&T, on behalf of the Seller Releasing Persons, acknowledges that the releases and waivers in this Section 6.14 have been agreed upon a claim shall be and given in light of such facts and that the releases and waivers are intended to institute an independent action against Landlordapply to all claims, causes of action, Orders, assessments, damages, deficiencies, losses, fines, interest, liabilities (including any indebtedness), obligations, penalties, executions and covenants.
Appears in 2 contracts
Sources: Securities Purchase Agreement (At&t Inc.), Securities Purchase Agreement (At&t Inc.)
Release. Landlord Effective as of the Effective Date, each of the Parties, on behalf of himself (or herself or itself) and his (or her or its employees assigns), heirs, beneficiaries, representatives, agents and agents shall not be liable to Tenantaffiliates (the “Releasing Parties”), Tenant’s hereby fully and finally releases, acquits and forever discharges each of the other Parties and affiliates and each of their respective present and former officers, directors, employees, agents, assigneespredecessors, subtenantssuccessors, licenseesassigns, concessionairesmembers, managers, equityholders, controlling persons, insurers and attorneys (the “Released Parties”) from any and all claims, causes of action, liabilities, losses, costs, damages, penalties, charges, expenses and all other forms of liability or obligation whatsoever, in law or equity, whether asserted or unasserted, known or unknown, foreseen or unforeseen (“Claims”), arising prior to the Effective Date and relating to such Releasing Party’s ownership of equity of Vine LP, Vine GP, Brix LP, Brix GP, Harvest LP, Harvest GP, or to any other person or entity for any damage of their respective subsidiaries (including indirect and consequential damage)collectively, injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited “Operating Companies”) prior to the following: repairs Effective Date (collectively, the “Released Claims”); provided, however, that the Released Claims shall exclude any Claims arising from or relating to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with (a) rights or obligations under this Agreement and (b) any claim or right to indemnification or advancement of expenses under (i) the destruction Organizational Documents of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or Operating Companies (ii) the VEH LLC Agreement or (iii) any other casualty; agreement between such Releasing Party and the actions Operating Companies or their respective affiliates, in each case, as in effect prior to the Effective Date. Each Releasing Party expressly acknowledges that the release contained herein applies to all Released Claims, whether such Released Claims are known or unknown, and include Released Claims that if known by the releasing party might materially affect its decision to effect the settlement contained herein. Each Releasing Party has considered and taken into account the possible existence of such Released Claims in determining to execute and deliver this Agreement. Without limiting the generality of the foregoing, solely with respect to the Released Claims, each Releasing Party expressly waives any and all rights conferred upon it by any statute or rule of law that provides that a release does not extend to claims that the Releasing Party does not know or suspect to exist in its favor at the time of executing the release, which if known by the Releasing Party would have materially affected the Releasing Party’s settlement with the Released Parties. This Agreement constitutes a complete defense of any other tenants of and all Released Claims. Each Releasing Party further agrees not to initiate any litigation, lawsuit, claim or action against any Released Party with respect to any Released Claim, except that the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord Releasing Party shall not be considered an evictionlimited hereby from responding to, actual joining, prosecuting or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not being involved in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have litigation, lawsuit, claim or action brought against such Releasing Party in respect of a claim against LandlordReleased Claim, Tenant shall nor from adjudicating whether or not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordClaim constitutes a Released Claim.
Appears in 2 contracts
Sources: Master Reorganization Agreement (Vine Energy Inc.), Master Reorganization Agreement (Vine Energy Inc.)
Release. Landlord (a) Effective as of the Closing Date, except as set forth on Schedule 4.28 and for any rights or obligations under this Agreement or the Ancillary Agreements, each of Buyer and the Company Group on behalf of itself and each of its employees Subsidiaries and agents shall not be liable to TenantAffiliates and each of its current and former officers, Tenant’s directors, employees, agentspartners, assigneesmembers, subtenantsadvisors, licenseessuccessors and assigns (collectively, concessionairesthe “Buyer Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges the Earthbound Holders, their Affiliates, each of their direct and indirect equity holders, and each of their respective current and former officers, directors, employees, partners, managers, advisors, successors and assigns (solely in their capacities as such) (collectively, the “Seller Released Parties”) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or implied), and claims and demands whatsoever whether in Law or in equity, including any rights to indemnification or reimbursement from any Seller Released Parties whether pursuant to their constituent documents, Contracts or otherwise (collectively, the “Buyer Released Claims”) which the Buyer Releasing Parties may have against each of the Seller Released Parties, now or in the future, in each case in respect of any cause, matter or thing relating to any of the Seller Released Parties occurring or arising on or prior to the date of this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, nothing contained in this Agreement shall operate to release (i) any Buyer Released Claims that any Buyer Releasing Party may have against any Seller Released Party arising under, or related to, this Agreement, the Ancillary Agreements or the Subject Transactions or (ii) any person outside its capacity as a Seller Released Party. Notwithstanding anything to any other person or entity the contrary set forth herein, nothing in this Agreement shall limit the releases set forth in the Letters of Transmittal.
(b) Effective as of the Closing Date, except as set forth on Schedule 4.28 and for any damage rights or obligations under this Agreement or the Ancillary Agreements, the Earthbound Holders and each of their direct and indirect equity holders and each of its current and former officers, directors, employees, successors and assigns (including indirect and consequential damagecollectively, the “Seller Releasing Parties”), injuryhereby irrevocably and unconditionally releases and forever discharges each of Buyer and the Earthbound Group, lossHM Earthbound LLC and their Affiliates, compensation each of their direct and indirect equity holders, and each of their respective current and former officers, directors, employees, successors and assigns (solely in their capacities as such) (collectively, the “Buyer Released Parties”) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or claim whatsoeverimplied), and claims and demands whatsoever whether in Law or in equity, including but not limited any rights to claims for the interruption of indemnification or loss to Tenant’s business, based on, arising out of or resulting reimbursement from any cause whatsoever Buyer Released Parties whether pursuant to their constituent documents, Contracts or otherwise (except collectively, the “Seller Released Claims”) which the Seller Releasing Parties may have against each of the Buyer Released Parties, now or in the future, in each case solely in respect of any cause, matter or thing relating to such Earthbound Holder’s status as otherwise provided an equityholder of Topco or the Company Group, respectively. Notwithstanding anything to the contrary set forth in this Article)Agreement, including but not limited nothing contained in this Agreement shall operate to the following: repairs to release (i) any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or Seller Released Claims that any equipment therein; Seller Releasing Party may have against any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease Buyer Released Party arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premisesunder, or from waterrelated to, rainthis Agreement, ice the Ancillary Agreements or snow that may leak, into, the Subject Transactions or flow from, (ii) any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, person outside its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have capacity as a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordBuyer Released Party.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (WHITEWAVE FOODS Co)
Release. Landlord In order to induce the Administrative Agent and the Lenders to enter into this Agreement, the Borrower and each other Loan Party acknowledges and agrees that: (i) none of the Loan Parties or any of their Affiliates have any claim or cause of action against the Administrative Agent, any Lender or any Affiliate of any Lender (or any of their respective directors, officers, employees or agents); (ii) none of the Loan Parties or any of their Affiliates have any offset right, counterclaim, right of recoupment or any defense of any kind against the Loan Parties’ or any of their Affiliates’ obligations, indebtedness or liabilities to the Administrative Agent, any Lender or any Affiliate of any Lender; and (iii) each of the Administrative Agent, the Lenders and their Affiliates has heretofore properly performed and satisfied in a timely manner all of its employees obligations to the Loan Parties and agents shall not be liable any of their Affiliates. Each of the Loan Parties and their Affiliates wishes to Tenanteliminate any possibility that any past conditions, Tenant’s acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s, the Lenders’ and their Affiliates’ rights, interests, contracts, collateral security or remedies. Therefore, each of the Loan Parties and each of their Affiliates unconditionally and irrevocably remises, acquits, waives and fully and forever releases and discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent, the Lenders, the L/C Issuer, all respective Affiliates and subsidiaries of the Administrative Agent, the Lenders, and the L/C Issuer, their respective officers, servants, employees, agents, assigneesattorneys, subtenantsprincipals, licenseesdirectors and shareholders, concessionairesand their respective heirs, legal representatives, successors and assigns (collectively, the “Released Lender Parties”), except the obligations to be performed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Agreement and the other Loan Documents, and (B) all claims, demands, obligations, remedies, suits, damages, liabilities, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, suspected or claimed, whether arising under common law, in equity or under statute, which the Borrower ever had or now has against the Released Lender Parties, or which any Loan Party or any of their Affiliates might otherwise have against any of the Released Lender Parties, in either case (A) or (B), on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind. Each of the Loan Parties and each of their Affiliates agree not to ▇▇▇ any of the Released Lender Parties or prosecute or cause to be commenced or prosecuted, or in any way assist any other person or entity in suing, prosecuting or causing to be commenced any suit or prosecution of any of the Released Lender Parties. This release provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any damage (including indirect action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the release contained herein. The agreements of the Borrower and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided Loan Parties set forth in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the Section 10.20 shall survive termination of this Lease arising in connection with Agreement and the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordLoan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Media General Inc), Credit Agreement (Media General Inc)
Release. Landlord In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower and the Parent each acknowledges and agrees that: (i) the Borrower and the Parent do not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees or agents); (ii) the Borrower and the Parent do not have any offset right, counterclaim, right of recoupment or any defense of any kind against the Borrower’s or the Parent’s obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and (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 and the Parent. The Borrower and the Parent each 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, interests, contracts, collateral security or remedies. Therefore, the Borrower and the Parent each unconditionally releases, waives and forever discharges (A) any and all 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 Loan Documents, and (B) all claims, offsets, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower or the Parent might otherwise have against the Administrative Agent, any Lender or any of their respective directors, officers, employees and agents shall not be liable to Tenant, Tenant’s employees, or agents, assignees, subtenants, licensees, concessionaires, in either case (A) or to any other person or entity for any damage (including indirect and consequential damageB), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions on account of any other tenants past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of the Leased Premises action, defense, circumstance or matter of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordkind.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Emmis Communications Corp), Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
Release. Landlord Effective upon (and only upon) the Closing Date (the “Effective Date”), each Releasor Party, for itself and its employees past, present, and agents shall not be liable to Tenantfuture subsidiaries (other than the Group Companies), Tenant’s and its and their respective successors and assigns, and anyone claiming through any of them (collectively, the “Releasors”), hereby forever fully and irrevocably release and discharge Buyer, the Company and their respective direct and indirect subsidiaries and its and their respective past, present and future directors, officers, managers, employees, agentsagents and representatives, assigneesand its and their respective heirs, subtenantsexecutors, licenseesadministrators, concessionairesestates, or to any other person or entity for any damage predecessors, successors and assigns, as applicable, such individuals solely in their official capacities as such (including indirect and consequential damagecollectively, the “Released Parties”), injuryfrom any and all actions, losssuits, compensation claims, demands, debts, agreements, obligations, promises, judgments or claim whatsoeverliabilities of any kind whatsoever in law or equity and causes of action of every kind and nature or otherwise (including, including but not limited to claims for the interruption of damages under a writing or loss to Tenant’s businesscontract or agreement or arising under duty or alleged tortious conduct, based oncosts, expenses and attorneys’, brokers’, financial advisors’ and accountants’ fees and expenses) arising out of or resulting from any cause whatsoever related to events, facts, promises, representations (except as otherwise provided orally or in this Articlewriting, affirmative or omitted), including but not limited conditions or circumstances existing or arising on or prior to the following: repairs Effective Date, which the Releasors can, shall or may have against the Released Parties, whether known or unknown, patent or latent, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Released Claims”), and hereby irrevocably agrees to waive and refrain from directly or indirectly asserting any portion claim or demand or commencing (or causing to be commenced) any proceeding of any kind, in any court or before any arbitration, alternative dispute resolution or other tribunal, against any Released Party based upon any Released Claim. Notwithstanding the preceding sentence of this Section 2, “Released Claims” does not include, and the provisions of this Section 2 shall not release or otherwise diminish (a) any obligation, right, benefit or entitlement of any party hereto set forth in or arising under any provision of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by LandlordPurchase Agreement, Tenant this Release Agreement or any other person Ancillary Agreement (including, without limitation, any obligation to make a payment to a Releasor Party, or entity) the right of a Releasor Party to receive a payment, of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; transaction proceeds in accordance with and subject to the termination of this Lease arising in connection with the destruction terms of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any Purchase Agreement or such other casualty; the actions of any other tenants of the Leased Premises or of any other person or entityagreement); and any leakage in any part or portion (b) claims which may not otherwise be released as a matter of the Leased Premises, or from water, rain, ice or snow applicable Law. Each Releasor Party covenants and agrees that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall it will not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during hereafter commence, initiate or make any charge, complaint, action, suit, proceeding, hearing, claim or demand whatsoever, whether direct or indirect, express or derivative, against any of the Lease Term Tenant shall Released Parties, in respect of any Released Claim. The release set forth in this Section 2 may be pleaded by any of the Released Parties, as a full and complete defense and may be used as the basis for an injunction against any action at law or equity instituted or maintained against such Released Party in violation hereof. If any Released Claim is brought or maintained by a Releasor Party against any Released Party in violation of the release set forth in this Section 2, such Releasor Party will be responsible for all costs and expenses, including reasonable attorneys’ fees, incurred by the Released Party in defending the same. As to the Released Claims, the Releasors acknowledge and agree that they are aware of, have a claim against Landlordhad the opportunity to seek legal counsel and are familiar with the provisions of California Civil Code Section 1542, Tenant shall not have 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 HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” With full awareness and understanding of this provision, the right Releasors hereby waive all rights that this provision or any comparable provision under any state, federal or non-U.S. law may give to set off such party as well as under any other statute or deduct common law principles of similar effect. The Releasors understand that the amount owed facts with respect to which the release in this Section 2 is given may hereafter prove to be different from the facts now known or allegedly owed to Tenant from any Rent or other sums payable to Landlordbelieved by them, it being understood and the Releasors hereby accept and assume the risk thereof and agree that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim such release and this Release Agreement shall be and shall remain, in all respects, effective and not subject to institute an independent action against Landlordtermination or rescission by reason of any such difference in facts. The releases herein shall be construed broadly as general releases.
Appears in 2 contracts
Sources: Stock Purchase Agreement (UpHealth, Inc.), Release Agreement (UpHealth, Inc.)
Release. Landlord Effective as of, and expressly conditioned upon, the Closing, each Contributor, on behalf of such Contributor and each of such Contributor’s Subsidiaries, general partners, managing members and its employees and agents shall not be liable to Tenanttheir respective Related Persons (collectively, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect and consequential damagethe “Releasors“), injuryreleases and forever discharges PEGC I, lossPEGC I OP, compensation each Contributed Company and each Subsidiary thereof, and each of their respective individual, joint or claim whatsoevermutual, including but past, present and future Representatives, successors and assigns (individually, a “Releasee” and collectively, “Releasees”), from any and all claims, demands, Proceedings, causes of action and Judgments that such Releasor now has, has ever had or may hereafter have against the respective Releasees, in each case of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not limited to claims for accrued), arising contemporaneously with or before the interruption Closing Date or on account of or loss to Tenant’s business, based on, arising out of any matter, cause or resulting event occurring contemporaneously with or before the Closing Date (collectively, the “Released Claims”). Notwithstanding the foregoing, the term “Released Claims” shall not include claims brought by Releasors with respect to (a) the obligations or PEGC I, PEGC I OP or their respective Subsidiaries under this Agreement or any Ancillary Agreement, (b) any claim related to employment with PEGC I, PEGC I OP, the Contributors, the Contributed Companies or any of their Subsidiaries or (c) any rights to indemnification or reimbursement from any cause whatsoever Contributed Company or Subsidiary thereof, whether pursuant to their respective certificate of incorporation or by-laws (except as otherwise provided in this Articleor comparable documents), including but Contract or otherwise and whether or not limited relating to claims pending on, or asserted after, the following: repairs Closing Date. Each Contributor, on behalf of itself and each of its Subsidiaries and executive officers, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises claim or demand, or commencing, instituting or causing to be commenced, any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions Proceeding of any other tenants of the Leased Premises or of kind against any other person or entity; and Releasee, based upon any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordReleased Claim.
Appears in 2 contracts
Sources: Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.), Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.)
Release. Landlord Effective upon the Closing and its employees and agents shall not be liable delivery to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or Company Stockholders of the right to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for receive the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises merger consideration to which such stockholders are entitled at Closing pursuant to the obligation Merger Agreement, if any, Stockholder hereby generally releases, remises and forever discharges Parent, Merger Sub, the Company, the Stockholders’ Representative, the Surviving Corporation and their respective Agents (as herein defined) from and against any and all claims, demands, liens, actions, agreements, suits, causes of Tenant; interruption action, obligations, controversies, debts, costs, attorneys’ fees, expenses, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether or not now known or suspected, that have existed or may have existed, or that do exist or that hereafter shall or may exist, based on any facts, events or omissions occurring from any time on or prior to the use execution and delivery of this Agreement that arise out of any rights Stockholder may have in his, her or its capacity as a holder of Parent Capital Stock against the Leased Premises Parent or any equipment thereinof its Affiliates; provided, however, that nothing in this Agreement shall be construed to release, remise, discharge or acquit: (a) any accident claims or damage resulting from rights Stockholder had, has or may have under the use or operation (by Landlord, Tenant Merger Agreement or any other person agreements or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising instruments executed and delivered in connection with the destruction Merger Agreement to which Stockholder is a party or beneficiary or otherwise with respect to the Merger; (b) if Stockholder is or was a director or officer of the Leased Premises; Parent, any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions claim or right of any other tenants Stockholder to be indemnified as a result of serving as a director or officer of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased PremisesParent, or from waterincluding, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to, any rights available to data stored magnetically Stockholder for indemnification or electronicallyinsurance recoveries under the Parent’s Organizational Documents, any agreement between Stockholder and the Parent or any directors’ and officers’ insurance policy for Stockholder’s benefit or under applicable Law; (c) shall be at any claims arising out of actual and intentional fraud; and (d) if Stockholder is or was an employee of the sole risk of TenantParent, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right rights with respect to set off or deduct the amount owed or allegedly owed to Tenant from any Rent earned but unpaid salary or other sums payable compensation or benefits that accrued prior to Landlordthe Closing in the ordinary course of business. As used herein, it being understood an “Agent” of a party is each of its predecessors, its former or present officers, employees, directors, stockholders, parents, subsidiaries, Affiliates, partners, related corporate entities, agents, attorneys, members, heirs, executors, administrators, conservators, successors and assigns. Stockholder waives all rights under any Law, rule, provision or statute of any jurisdiction that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlord.states in full (or otherwise in substance) as follows:
Appears in 2 contracts
Sources: Parent Support Agreement (Western Acquisition Ventures Corp.), Parent Support Agreement (FoxWayne Enterprises Acquisition Corp.)
Release. Landlord (a) Except for the rights and obligations of the Parties specifically set forth in this Agreement, effective as of Closing, Buyer, on its own behalf and on behalf of its Affiliates, to the extent permitted by Law, hereby irrevocably and unconditionally releases, remises and forever discharges Seller and its employees Affiliates and agents shall not be liable to Tenantall such parties’ past, Tenant’s present and future shareholders, partners, members, board of directors and/or supervisors, managers, officers, employees, agents, assigneesrepresentatives and advisors from any and all suits, subtenantslegal or administrative proceedings, licenseesclaims, concessionairesdemands, damages, losses, costs, Liabilities, interest or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim causes of action whatsoever, including but not limited to claims for the interruption of at Law or loss to Tenant’s businessin equity, known or unknown, which Buyer or its Affiliates might now or subsequently may have, based on, relating to or arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article)Agreement, including but not limited to the following: repairs to any portion of transactions contemplated hereby, the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the ownership, use or operation (of the Assets or the condition, quality, status or nature of the Assets, including rights to contribution under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, breaches of statutory or implied warranties, nuisance or other tort actions, rights to punitive damages, common law rights of contribution and rights under insurance maintained by Landlord, Tenant Seller or any other person or entityof its Affiliates.
(b) Except for the rights and obligations of the following services: heatingParties specifically set forth in this Agreement, coolingeffective as of Closing, electricalSeller, sewerageon its own behalf and on behalf of its Affiliates, waterto the extent permitted by Law, communicationshereby irrevocably and unconditionally releases, data transmissionremises and forever discharges Buyer and its Affiliates and all such parties’ past, plumbing equipment present and future shareholders, partners, members, board of directors and/or supervisors, managers, officers, employees, agents, representatives and advisors from any and all suits, legal or apparatus; the termination administrative proceedings, claims, demands, damages, losses, costs, Liabilities, interest or causes of action whatsoever, at Law or in equity, known or unknown, which Seller or its Affiliates might now or subsequently may have, based on, relating to or arising out of this Lease arising in connection with Agreement, the destruction transactions contemplated hereby, the ownership, use or operation of the Leased Premises; any fireAssets or the condition, robberyquality, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants status or nature of the Leased Premises or of any other person or entity; and any leakage in any part or portion of Assets, including rights to contribution under the Leased PremisesComprehensive Environmental Response, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of TenantCompensation, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against LandlordLiability Act of 1980, Tenant shall not have the right to set off as amended, breaches of statutory or deduct the amount owed or allegedly owed to Tenant from any Rent implied warranties, nuisance or other sums payable tort actions, rights to Landlordpunitive damages, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordcommon law rights of contribution and rights under insurance maintained by Buyer or any of its Affiliates.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Atp Oil & Gas Corp)
Release. Landlord As a material part of the consideration for the Administrative Agent and its employees the Lenders entering into this Limited Waiver, the Borrower and agents shall not be liable to Tenanteach Subsidiary Guarantor (collectively, Tenantthe “Releasors”) agree as follows (the “Release Provision”):
(a) The Releasors, jointly and severally, hereby release and forever discharge the Administrative Agent, the Swingline Lender, the Issuing Lender each Lender and the Administrative Agent’s, the Swingline Lender’s, Issuing Lender’s and each Lender’s predecessors, successors, assigns, officers, managers, directors, shareholders, employees, agents, assigneesattorneys and other professionals, subtenantsrepresentatives, licenseesparent corporations, concessionairessubsidiaries, and affiliates (hereinafter all of the above collectively referred to as the “Lender Group”), from any and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions, and causes of action of any nature whatsoever and whether arising at law or in equity, presently possessed, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, presently accrued, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted arising out of, arising under or related to the Loan Documents (collectively, the “Claims”), that Releasors may have or allege to have against any or all of the Lender Group and that arise from events occurring before the Limited Waiver Effective Date.
(b) The Releasors agree not to ▇▇▇ any of the Lender Group nor in any way assist any other person or entity in suing the Lender Group with respect to any of the Claims released herein. The Release Provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the release contained herein.
(c) The Releasors acknowledge, warrant, and represent to Lender Group that:
(i) The Releasors have read and understand the effect of the Release Provision. The Releasors have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasors has read and considered the Release Provision and advised Releasors with respect to the same. Before execution of this Limited Waiver, the Releasors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision.
(ii) The Releasors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Releasors acknowledge that Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein.
(iii) The Releasors have executed this Limited Waiver and the Release Provision thereof as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person or entity.
(iv) The Releasors are the sole owners of the Claims released by the Release Provision, and the Releasors have not heretofore conveyed or assigned any interest in any such Claims to any other person or entity for entity.
(d) The Releasors understand that the Release Provision was a material consideration in the agreement of the Administrative Agent, Swingline Lender, Issuing Lender and each Lender to enter into this Limited Waiver.
(e) It is the express intent of the Releasors that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of Lender Group so as to foreclose forever the assertion by the Releasors of any damage Claims released hereby against Lender Group.
(including indirect f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions shall remain in full force and consequential damage), injury, loss, compensation effect.
(g) The Releasors acknowledge that they may hereafter discover facts in addition to or claim whatsoever, including but not limited to claims for the interruption of different from those that they now know or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited believe with respect to the following: repairs Claims released herein, but the Releasors expressly shall have and intend to fully, finally and forever have released and discharged any portion and all such Claims. The Releasors expressly waive any provision of statutory or decisional law to the Leased Premises which are effect that a general release does not extend to Claims that the obligation of Tenant; interruption releasing party does not know or suspect to exist in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be such party’s favor at the sole risk time of Tenant, and Landlord shall not in any manner be held responsible therefor. In executing the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordrelease.
Appears in 2 contracts
Sources: Credit Agreement (Global Power Equipment Group Inc.), Credit Agreement
Release. Landlord In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself and all of its employees respective subsidiaries, predecessors, successors, and agents shall not be liable to Tenantassigns, Tenant’s employeesand each of its respective current and former directors, officers, agents, assigneesand employees, subtenantsand each of its respective predecessors, licenseessuccessors, concessionairesheirs, or to any other person or entity for any damage and assigns (including indirect individually and consequential damagecollectively, the “Releasing Parties”) does hereby fully and completely release, acquit and forever discharge each of Agent, Lenders, and each of their respective parents, subsidiaries, affiliates, members, managers, shareholders, directors, officers and employees, and each of their respective predecessors, successors, heirs, and assigns (individually and collectively, the “Released Parties”), injuryof and from any and all actions, losscauses of action, compensation or claim suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, including but not limited to claims for at law or in equity, whether matured or unmatured, liquidated or unliquidated, that the interruption Releasing Parties (or any of them) has against the Released Parties or loss to Tenant’s businessany of them (whether directly or indirectly), based onin whole or in part on facts now known or of which the Releasing Parties would reasonably be expected to know, arising existing on or before the date hereof, that relate to, arise out of or resulting from otherwise are in connection with: (i) any cause whatsoever or all of the Financing Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (except as otherwise provided ii) any aspect of the dealings or relationships between or among a Borrower, on the one hand, and any or all of the Released Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. Each Borrower acknowledges that the foregoing release is a material inducement to Agent’s and Lender’s decision to enter into this Agreement and agree to the modifications contemplated hereunder, and has been relied upon by Agent and Lenders in connection therewith. Notwithstanding anything contained in this Article)Agreement, including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption general release set forth in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord Section 5 shall not be considered an evictionextend to, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant include, any obligations of Agent and the Lenders to terminate make extensions of credit after the date of this Lease or Agreement to an abatement Borrower in accordance with the terms of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordFinancing Documents.
Appears in 2 contracts
Sources: Credit and Security Agreement (Revolving Loan) (HTG Molecular Diagnostics, Inc), Credit and Security Agreement (Term Loan) (HTG Molecular Diagnostics, Inc)
Release. Landlord 4.1 For the consideration stated herein, the receipt and its employees sufficiency of which are hereby acknowledged, Plaintiff agrees that Plaintiff and agents shall all Class Members who do not be liable to Tenanttimely exclude themselves from the Class, Tenant’s employeeson behalf of themselves, their heirs, assigns, executors, executors, administrators, successors, agents, assigneesattorneys, subtenantsrepresentatives and assigns, licenseeshereby remise, concessionairesrelease and forever discharge Defendants, their parents, subsidiaries, present and former officers, directors, employees, representatives, insurers, and attorneys (collectively, the “Released Parties”) from any and all liabilities, causes of actions, or to any other person claims concerning or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of facts underlying the Leased Premises which are the obligation of Tenant; interruption claim that was asserted in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entityAmended Complaint invoking section 1681b(b)(2) of the following services: heatingFCRA.
4.2 In addition, coolingthe Class Representative, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction for himself only and not on behalf of the Leased Premises; members of the Class, hereby fully, finally, irrevocably, and forever releases the Released Parties from any fireand all liabilities, robberyclaims, theftcauses of action, vandalismdamages, mysterious disappearance and/or any other casualty; costs, attorneys’ fees, losses, or demands arising from the actions subject matter of the Lawsuit, whether known or unknown, existing or potential, suspected or unsuspected, of any other tenants kind or nature whatsoever.
4.3 Upon the Effective Date, Defendants, for themselves, and on behalf of the Leased Premises Released Parties, shall remise, release and forever discharge Plaintiff and all Class Members who do not timely exclude themselves from the Class, from any and all liabilities, causes of actions, or claims concerning or arising out of the facts underlying the claim that was asserted in the Amended Complaint invoking section 1681b(b)(2) of the FCRA.
4.4 Upon the Effective Date, Defendants, for themselves, and on behalf of the Released Parties, shall remise, release and forever discharge Plaintiff and his present and former attorneys, administrators, heirs, agents, insurance carriers from any and all liabilities, claims, causes of action, damages, costs, attorneys’ fees, losses, or and demands arising from the subject matter of the Lawsuit, whether known or unknown, existing or potential, suspected or unsuspected, of any other person or entity; and any leakage in any part or portion kind of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordnature whatsoever.
Appears in 2 contracts
Sources: Settlement Agreement, Settlement Agreement
Release. Landlord Upon Final Judgment, the Releasing Parties shall be deemed to have, and its employees by operation of law and agents of the judgement shall not be liable to Tenanthave fully, Tenant’s employeesfinally and forever completely compromised, agentssettled, assigneesreleased, subtenantsacquitted, licenseesresolved, concessionairesrelinquished, waived, and discharged the Tyson Released Parties from any and all claims, demands, actions, suits, causes of action, whether class, individual, or otherwise in nature (whether or not any member of the Settlement Class has objected to the Settlement Agreement or makes a claim upon or participates in the Settlement Fund, whether directly, representatively, derivatively or in any other person capacity) that the Releasing Parties ever had, now have, or entity for hereafter can, shall, or may ever have, on account of, or in any damage way arising out of, any and all known and unknown, foreseen and unforeseen, suspected or unsuspected, actual or contingent, liquidated or unliquidated claims, causes of action, injuries, losses, or damages arising from or in connection with any act or omission through the date of Preliminary Approval relating to or referred to in the Action or arising from the factual predicate of the Action (including indirect and consequential damagethe “Released Claims”). Notwithstanding the above, “Released Claims” do not include (i) claims asserted against any Defendant or co-conspirator other than the Tyson Released Parties or (ii) any claims wholly unrelated to the allegations in the Action that are based on breach of contract, any negligence, personal injury, lossbailment, compensation failure to deliver lost goods, damaged or claim whatsoeverdelayed goods, including but product defect, or securities claim, breach of warranty, or product defect. This reservation of claims set forth in (i) and (ii) of this paragraph does not limited impair or diminish the right of the Tyson Released Parties to claims assert any and all arguments and defenses to such claims, and the Parties agree that all such arguments and defenses are preserved. During the period after the expiration of the deadline for submitting an opt-out notice, as determined by the interruption Court, and prior to Final Judgment, all Releasing Parties who have not submitted a valid request to be excluded from the Settlement Class shall be preliminarily enjoined and barred from asserting any and all Released Claims against any and all of or loss the Tyson Released Parties. The release of the Released Claims will become effective as to Tenant’s businessall Releasing Parties upon Final Judgment. Upon Final Judgment, based on, the Releasing Parties further agree that they will not file any other suit against the Tyson Released Parties arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited relating to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordReleased Claims.
Appears in 2 contracts
Sources: Settlement Agreement, Settlement Agreement
Release. Landlord As a material part of the consideration for the Administrative Agent and its employees the Lenders entering into this Fifth Amendment, the Borrower and agents shall not be liable to Tenanteach Subsidiary Guarantor (collectively, Tenantthe “Releasors”) agree as follows (the “Release Provision”):
(a) The Releasors, jointly and severally, hereby release and forever discharge the Administrative Agent, the Swingline Lender, the Issuing Lender each Lender and the Administrative Agent’s, the Swingline Lender’s, Issuing Lender’s and each Lender’s predecessors, successors, assigns, officers, managers, directors, shareholders, employees, agents, assigneesattorneys and other professionals, subtenantsrepresentatives, licenseesparent corporations, concessionairessubsidiaries, and affiliates (hereinafter all of the above collectively referred to as the “Lender Group”), from any and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions, and causes of action of any nature whatsoever and whether arising at law or in equity, presently possessed, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, presently accrued, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted arising out of, arising under or related to the Loan Documents (collectively, the “Claims”), that Releasors may have or allege to have against any or all of the Lender Group and that arise from events occurring before the Fifth Amendment Effective Date.
(b) The Releasors agree not to ▇▇▇ any of the Lender Group nor in any way assist any other person or entity in suing the Lender Group with respect to any of the Claims released herein. The Release Provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the release contained herein.
(c) The Releasors acknowledge, warrant, and represent to Lender Group that:
(i) The Releasors have read and understand the effect of the Release Provision. The Releasors have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for Releasors has read and considered the Release Provision and advised Releasors with respect to the same. Before execution of this Fifth Amendment, the Releasors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision.
(ii) The Releasors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Releasors acknowledge that Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein.
(iii) The Releasors have executed this Fifth Amendment and the Release Provision thereof as a free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person or entity.
(iv) The Releasors are the sole owners of the Claims released by the Release Provision, and the Releasors have not heretofore conveyed or assigned any interest in any such Claims to any other person or entity for entity.
(d) The Releasors understand that the Release Provision was a material consideration in the agreement of the Administrative Agent, Swingline Lender, Issuing Lender and each Lender to enter into this Fifth Amendment.
(e) It is the express intent of the Releasors that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of Lender Group so as to foreclose forever the assertion by the Releasors of any damage Claims released hereby against Lender Group.
(including indirect f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions shall remain in full force and consequential damage), injury, loss, compensation effect.
(g) The Releasors acknowledge that they may hereafter discover facts in addition to or claim whatsoever, including but not limited to claims for the interruption of different from those that they now know or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited believe with respect to the following: repairs Claims released herein, but the Releasors expressly shall have and intend to fully, finally and forever have released and discharged any portion and all such Claims. The Releasors expressly waive any provision of statutory or decisional law to the Leased Premises which are effect that a general release does not extend to Claims that the obligation of Tenant; interruption releasing party does not know or suspect to exist in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be such party’s favor at the sole risk time of Tenant, and Landlord shall not in any manner be held responsible therefor. In executing the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordrelease.
Appears in 2 contracts
Sources: Credit Agreement (Global Power Equipment Group Inc.), Credit Agreement
Release. Landlord and its employees and agents shall not be liable to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be Effective at the sole risk Closing, Seller, for itself and on behalf of Tenantits Affiliates, hereby irrevocably and unconditionally releases, acquits, and Landlord shall not in forever discharges, without any manner be held responsible therefor. In additional consideration or the event that at any time during the Lease Term Tenant shall have a claim against Landlordneed for additional documentation, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to LandlordMavrix, it being understood that Canton Renewables, ▇▇▇▇ ▇▇▇▇▇▇’s sole remedy for recovering upon , and each of their respective successors, assigns, heirs, and legal and personal representatives (collectively, the “Released Parties”) from any and all charges, complaints, claims, suits, judgments, demands, actions, obligations or Liabilities, damages, causes of action, rights, costs, loans, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known, unknown, or presently unknowable, contingent or absolute, whether asserted or not, now existing or which may subsequently accrue to them in the future, emanating from, in connection with, related to or arising out of the ownership of Mavrix, Canton Renewables and ▇▇▇▇ ▇▇▇▇▇▇ or the management or operation of the Business before the Closing, provided, however, that nothing in this Section 4.22 shall (a) limit in any manner any rights to indemnification, advancement or reimbursement of expenses to which current and former directors, officers and managers of the Released Parties may be entitled to pursuant to the applicable Organizational Documents, (b) constitute a release of claims against Aria, Republic Services, Inc. or any other member, strategic partner or contractual counterparty of any of the Released Parties, or (c) apply to any employee or contractor of Seller or its Affiliates prior to the Closing, including, without limitation, the Transferred Employees (the “Released Claims”). This release shall only relate to those claims relating to the conduct occurring on or before the Closing Date. Effective at the Closing, Seller hereby agrees that it shall not, and shall cause its Affiliates not to, institute, pursue, solicit, encourage, or assist any Proceeding or claim shall be in state, provincial or federal court against or adverse to institute an independent action against Landlordthe Released Parties arising from or attributable to the Released Claims.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Clean Energy Fuels Corp.)
Release. Landlord Each Grantor, on its own behalf and on behalf of its respective Affiliates, representatives, heirs, successors and assigns (collectively, the “Grantor Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases and forever discharges the Company and its employees present and agents former Affiliates, successors and assigns, and their respective representatives, shareholders, members and partners (collectively, the “Company Released Parties”), with effect as of the Option Closing (and conditioned upon the consummation thereof), from any and all claims, causes of action, legal proceedings, liabilities, losses, costs, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise), demands, recoveries, indemnities and obligations of any kind, whether in law, equity or otherwise, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected and whether arising by operation of law or otherwise, which such Grantor Releasing Parties ever have had, or ever may have in the future, against the Company Released Parties and which are based on acts, events or omissions occurring up to and including the Option Closing (the “Released Claims”). Released Claims include, without limitation, any claims relating to or arising from preemptive rights, rights of first offer, rights of first refusal, co-sale rights, over-allotment rights or other participation rights or timely notice thereof that any Grantor may have had under (i) the Company’s Articles of Association (as amended from time to time), (ii) any other agreement, document or instrument, (iii) any other understanding or arrangement with the Company, or (iv) any applicable law. Each Grantor, on behalf of itself and the Grantor Releasing Parties, acknowledges 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 the Released Claims, but intends to and, by operation of this Agreement, shall have fully, finally and forever settled and released any and all Released Claims, without regard to the subsequent discovery or existence of such different or additional facts. Without derogating from the foregoing, it is hereby expressly stated the Released Claims shall not be liable include: (i) any right of a Grantor under this Agreement or any related Agreement, including any rights to Tenantpayments pursuant to this Agreement or the transactions contemplated hereby, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires(ii) any rights to continuing indemnification under (A) any indemnification agreement to which a Seller (or any representative thereof) and the Company are parties to, or (C) the D&O Tail Insurance, or (iii) relating to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except commercial relationship such Grantor may have with the Company or any of its respective Affiliates independently from its role as otherwise provided in this Article), including but not limited to the following: repairs to any portion a shareholder of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordCompany.
Appears in 1 contract
Release. Landlord In order to induce the Administrative Agent and the Lenders to enter into this Agreement, each Borrower acknowledges and agrees that: (i) no Borrower has any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees or agents); (ii) no Borrower has any offset right, counterclaim or defense of any kind against any of their respective obligations, indebtedness or liabilities to the Administrative Agent or any Lender; and agents shall not (iii) each of the Administrative Agent and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to each Borrower. The Borrowers wish 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, interests, contracts, collateral security or remedies. Therefore, each Borrower unconditionally releases, waives and forever discharges (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent or any Lender to any Borrower, except the obligations to be liable to Tenantperformed by the Administrative Agent or any Lender on or after the date hereof as expressly stated in this Agreement, Tenant’s employeesthe Credit Agreement, the Forbearance Agreement (as amended hereby) and the other Loan Documents, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which any Borrower might otherwise have against the Administrative Agent, any Lender or any of its directors, officers, employees or agents, assigneesin either case (A) or (B), subtenantson account of any condition, licenseesact, concessionairesomission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind existing as of the date hereof, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited occurring prior to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlorddate hereof.
Appears in 1 contract
Release. Landlord Effective as of the OP Merger Effective Time, the undersigned, for itself and on behalf of each of its employees Affiliates (other than BRE), and agents shall not be liable to Tenantsuch Affiliates’ heirs, Tenant’s personal representatives, executors, administrators, trustees, family members, successors, and assigns (collectively, the “Holder Releasing Parties”), hereby releases and forever discharges BRE, BNL, BNL OP, each of their Affiliates, and each of their respective past, present and future stockholders, members, controlling persons, managers, directors, officers, employees, agents, assigneesrepresentatives, subtenantsdebt holders, licenseessuccessors, concessionairesand assigns (individually, a “BNL Releasee” and collectively, the “BNL Releasees”) from any and all Proceedings, orders, Contracts, debts, and Liabilities whatsoever, whether known or to any other person unknown, suspected or entity for any damage unsuspected, both at Law and in equity (including indirect and consequential damagecollectively, “Claims or Rights”), injurywhich the Holder Releasing Parties now have, loss, compensation have ever had or claim whatsoever, including but not limited may hereafter have against the respective BNL Releasees arising contemporaneously with or prior to claims for the interruption OP Merger Effective Time (a) on account of or loss to Tenant’s business, based on, arising out of the organization, management or resulting from operation of the businesses of BRE or any of its Subsidiaries relating to any matter, cause whatsoever (except as otherwise provided in this Article), including but not limited or event occurring contemporaneously with or prior to the following: repairs to any portion OP Merger Effective Time or (b) on account of or arising out of the Leased Premises which are the obligation of Tenant; interruption in the use undersigned’s direct or indirect ownership of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant Units or any other person Equity Securities of BRE (including any Claim that the allocation of Merger Consideration or entity) the Aggregate Earnout Consideration among the various classes of Units does not comply with the BRE LLCA); provided, that nothing contained herein shall operate to release Claims or Rights of the following services: heatingHolder Releasing Parties (or to release or preclude enforcement of Claims or Rights of the Holder Releasing Parties) (i) arising under the Merger Agreement or any Ancillary Agreement or this Letter of Transmittal; or (ii) if the Holder Releasing Party was an employee or service provider of BRE or any of its Subsidiaries prior to the OP Merger Effective Time, coolingarising from accrued but unpaid compensation (whether in bonus, electricalsalary or otherwise) and/or benefits, sewerageother than equity-based or equity-related compensation or benefits; or (iii) for indemnification, water, communications, data transmission, plumbing equipment exculpation or apparatusadvancement of expenses pursuant to the organizational documents of BRE and its Subsidiaries; or (iv) for reimbursement of business expenses incurred in the termination ordinary course of this Lease arising business in connection accordance with the destruction policies and past practices of BRE and its Subsidiaries and which is owing to the undersigned as of the Leased Premises; OP Merger Effective Time. The undersigned hereby irrevocably covenants to refrain from, directly or indirectly, asserting any fireclaim or demand or commencing, robbery, theft, vandalism, mysterious disappearance and/or instituting or causing to be commenced any other casualty; the actions Proceeding of any other tenants of the Leased Premises or of kind against any other person or entity; and BNL Releasee based upon any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability matter purported to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordreleased hereby.
Appears in 1 contract
Release. Landlord The Parties agree to each release the other of all obligations, liabilities and its employees costs arising under the Existing NEA A PPA as of the Effective Date, and agents shall not to further release each other regarding potential claims against one another and related to differing interpretations of the Existing NEA A PPA (the "PPA and Related Potential Claims"). Such claims include, without limitation, the obligations to deliver, sell, receive and purchase energy and capacity under the Existing NEA A PPA, and disputes related to: (a) the payment for Capacity and Associated Energy (as such terms are defined in the Existing NEA A PPA) delivered by NEA and received by BECO in excess of the Company's Entitlement (as such term is defined in the Existing NEA A PPA); (b) the application of Article 21, Other Terms to Third Parties, as set forth in the Existing NEA A PPA; (c) the allocation of certain congestion charges/credits imposed by the ISO; and (d) the calculation of the Qualifying Facility Power Purchase Rate (as such term is defined in the Existing NEA A PPA). The Parties agree that it is in their mutual best interests to waive such PPA and Related Potential Claims and to release each other from liability thereunder. Therefore, as of the Effective Date, the Parties, intending to be liable to Tenantlegally bound on behalf of themselves and their past, Tenant’s employeespresent and future parents, subsidiaries, affiliates, successors, predecessors, assigns, directors, officers, agents, assigneesattorneys, subtenantsinsurers, licenseesemployees, concessionairesstockholders, members, partners and representatives ABSOLUTELY, IRREVOCABLY, AND UNCONDITIONALLY, FULLY AND FOREVER ACQUIT, RELEASE, AND DISCHARGE AND COVENANT NOT TO ▇▇▇ each other and any and all of their past, present and future parents, subsidiaries, affiliates, successors, predecessors, assigns, directors, officers, agents, attorneys, insurers, employees, stockholders, members, partners and representatives, from any and all claims, causes of action, demands, obligations, charges, complaints, controversies, damages, liabilities, costs, expenses, judgments, guarantees, agreements, or defaults of every and any nature, relating to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of the PPA and Related Potential Claims, whether in law or resulting from any cause whatsoever equity and whether arising in contract (except as otherwise provided in this Articleincluding breach), including but not limited tort or otherwise, and irrespective of fault, negligence or strict liability, which a Party may have had, or may now have, prior to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased PremisesEffective Date. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder7. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordRESERVED 8.
Appears in 1 contract
Sources: Bellingham Execution Agreement (Esi Tractebel Acquisition Corp)
Release. Landlord To the fullest extent permitted by applicable law, in consideration of the Administrative Agent's and its employees the Lender's execution of this Forbearance Agreement each of the Parent, Heat Holdings II and agents shall not be liable to Tenantthe Borrower, Tenant’s employeesin each case on behalf of itself and each of their successors and assigns (collectively, the "RELEASORS"), does hereby forever release, discharge and acquit the Administrative Agent, each Lender and each of their respective parents, subsidiaries and affiliate corporations or partnerships, and their respective officers, directors, partners, trustees, shareholders, agents, assigneesattorneys and employees, subtenantsand their respective successors, licenseesheirs and assigns (collectively, concessionairesthe "RELEASEES") of and from any and all claims, demands, liabilities, responsibilities, disputes, causes of action (whether at law or equity), indebtedness and obligations (collectively, "CLAIMS"), of every type, kind, nature, description or character, including, without limitation, any so-called "lender liability" claims or defenses, and irrespective of how, why or by reason of what facts, whether such Claims have heretofore arisen, are now existing or hereafter arise, or which could, might, or may be claimed to exist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length, which in each case in any way arise out of, are connected with or in any way relate to actions or omissions which occurred on or prior to the date hereof with respect to the Parent, Heat Holdings II and the Borrower, the Obligations, this Forbearance Agreement, the Credit Agreement, any Loan Document or any third parties liable in whole or in part for the Obligations; provided that so long as the representation contained in Section 11(f) hereof is true and correct on the date hereof, such release shall not apply to any other person Claim against any Releasee arising from the gross negligence or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption willful misconduct of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion such Releasee. Each of the Leased Premises which are Parent, Heat Holdings II and the obligation of Tenant; interruption in Borrower further agrees, jointly and severally, to indemnify the use Releasees and hold each of the Leased Premises or Releasees harmless from and against any equipment therein; and all such Claims which might be brought against any accident or damage resulting from of the use or operation (by Landlord, Tenant or Releasees on behalf of any other person or entity) , including, without limitation, officers, directors, agents, trustees, creditors or shareholders of any of the following services: heatingParent, coolingHeat Holdings II and the Borrower; provided that so long as the representation contained in Section 11(f) hereof is true and correct on the date hereof, electrical, sewerage, water, communications, data transmission, plumbing equipment such indemnity shall not apply to any act of gross negligence or apparatus; the termination willful misconduct of this Lease arising in connection with the destruction any Releasee. For purposes of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage release contained in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow fromthis paragraph, any part reference to any Releasor shall mean and include, as applicable, such Person's or Persons' successors and assigns, including, without limitation, any receiver, trustee or debtor-in-possession, acting on behalf of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordsuch parties.
Appears in 1 contract
Sources: Forbearance and Amendment Agreement (Aavid Thermal Technologies Inc)
Release. Landlord In consideration of the promises of the Company provided herein, including, the consideration provided for in Section 2 and its employees other consideration provided for in this Agreement, that being good and agents shall not be liable to Tenantvaluable consideration, Tenantthe receipt, adequacy and sufficiency of which Executive acknowledges, Executive, on Executive’s own behalf and on behalf of Executive’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Executive Releasing Parties”) hereby fully and forever waives, releases, extinguishes and discharges the Company, Avantax Wealth Management, Tax Act and their shareholders, their affiliates, subsidiaries and each of their respective past, present and future parents, owners, officers, directors, shareholders, members, executives, employees, consultants, independent contractors, partners, agents, assigneesattorneys, subtenantsadvisers, licenseesinsurers, concessionairesfiduciaries, employee benefit plans, representatives, successors and assigns (each, a “Company Released Party” and collectively, the “Company Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, front pay, fringe benefits, equity, reinstatement, reemployment, compensatory damages, punitive damages, or any other kind of damages, which any of Executive Releasing Parties have, had or may have against any of the Company Released Parties relating to or arising out of any matter arising on or before the date this Agreement is executed by Executive. Such released Claims include, without limitation, all Claims arising from or relating to Executive’s employment with the Company or the termination of that employment relationship or any circumstances related thereto, or any other agreement, matter, cause or thing whatsoever, including without limitation all Claims arising under or relating to Executive’s employment, the Employment Agreement, equity, compensation, bonuses, benefits, payments, or any other benefits or payments Executive may or may not have received during Executive’s employment with the Company, all Claims relating to any other person claimed payments, employment contracts or entity benefits, all Claims arising from or relating to Executive’s performance of services for the Company and any damage of its affiliates during Executive’s employment with the Company, including without limitation all Claims arising at law or equity or sounding in contract (express or implied) or tort, Claims arising by statute, common law or otherwise, Claims arising under any federal, state, county or local laws, of any jurisdiction, including indirect Claims for wrongful discharge, libel, slander, breach of express or implied contract or implied covenant of good faith and consequential damage)fair dealing, injuryClaims for alleged fraud, lossconcealment, unjust enrichment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distress, violation of public policy, and Claims for discrimination, retaliation, sexual harassment and Claims arising under any laws that prohibit age, sex, sexual orientation, race, national origin, color, disability, religion, veteran, workers’ compensation or claim whatsoeverany other form of discrimination, including but not limited to claims for harassment, or retaliation, including, without limitation, Claims under the interruption Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Equal Pay Act of 1963, the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act of 2009, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act of 1993, the Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Patient Protection and Affordable Care Act of 2010, the National Labor Relations Act, the Labor Management Relations Act, the Immigration Reform and Control Act, the Pennsylvania Labor Relations Act, the Pennsylvania Wage Payment and Collection Law, the Pennsylvania Human Relations Act, the Pennsylvania Minimum Wage Act, the Pennsylvania Equal Pay Law, the Pennsylvania Workers’ Compensation Act, any statute or loss to Tenant’s businesslaws of the State of Pennsylvania, based on, arising out any statute or laws of or resulting from any cause whatsoever the State of Texas (except as otherwise provided in this Article), including but not limited to the following: repairs to Texas Labor Code), any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises other federal, state, local, municipal or common law whistleblower, discrimination or anti-retaliation statute law or ordinance, and any equipment therein; other Claims arising under state, federal, local, municipal or common law, as well as any accident expenses, costs or damage resulting from the use attorneys’ fees. Except as required by law, Executive agrees that Executive will not commence, maintain, initiate, or operation (by Landlordprosecute, Tenant or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or entity) prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the Company or any of the following services: heatingCompany Released Parties arising from, coolingconcerned with, electricalor otherwise relating to, seweragein whole or in part, waterExecutive’s employment, communicationsthe terms and conditions of Executive’s employment, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection Executive’s separation from employment with the destruction Company or any of the Leased Premises; matters or Claims discharged and released in this Agreement. This release shall not apply to any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate Company’s obligations under this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordAgreement.
Appears in 1 contract
Release. Landlord Each Seller hereby releases and its employees forever discharges Buyer, the NPS Entities and agents shall not be liable to Tenanteach of their respective individual, Tenant’s employeesjoint or mutual, past, present and future directors, managers, officers, agents, assigneespartners, subtenantsaffiliates, licenseesstockholders, concessionairesmembers, controlling persons, subsidiaries, successors and assigns (individually, a “Releasee” and collectively, “Releasees”) from any and all claims, demands, proceedings, causes of action, orders, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or to any other person unknown, suspected or entity for any damage unsuspected, both at law and in equity (including indirect and consequential damagecollectively, “Claims”), injurywhich each Seller now has, losshas ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, compensation cause or claim whatsoeverevent occurring contemporaneously with or prior to the Closing Date, including including, but not limited to, any rights to indemnification or reimbursement from the Buyer or any NPS Entity, whether or not relating to claims for the interruption of or loss to Tenant’s business, based pending on, or asserted after, the Closing Date; provided, however, that this Section 7.8 shall not in any way release any Claims arising out of or resulting from under (a) this Agreement, any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant Transaction Documents or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising document executed in connection with the destruction transactions contemplated hereby or thereby, including, without limitation, that certain contribution agreement among the Sellers, (b) any present or future obligation of the Leased Premises; NPS Entities to provide indemnification to the Principals under the organizational documents of the NPS Entities, applicable insurance policies maintained by the NPS Entities or applicable law or (c) any fireobligation of the NPS Entities to pay the Principals any compensation or employee benefits to which the Principals are entitled in their capacity as employees of the NPS Entities that are either paid on or prior to the Closing or reflected on the Closing Financial Statements. Each Seller hereby irrevocably covenants to refrain from, robberydirectly or indirectly, theftasserting any claim or demand, vandalismor commencing, mysterious disappearance and/or instituting or causing to be commenced, any other casualty; the actions proceeding of any other tenants kind against any Releasee, based upon any matter purported to be released hereby. Without in any way limiting any of the Leased Premises rights and remedies otherwise available to any Releasee, Sellers shall indemnify and hold harmless each Releasee from and against all Losses, whether or not involving third party claims, arising directly or indirectly from or in connection with the assertion by or on behalf of Sellers of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable matter purported to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be released pursuant to institute an independent action against Landlordthis Release.
Appears in 1 contract
Release. Landlord In consideration of the payments and its employees and agents shall not benefits to be liable to Tenantmade under the Employment Agreement, Tenant’s employeesdated as of July 25, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage 2017 (including indirect and consequential damagethe “Employment Agreement”), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that between ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇., Ph.D (the “Executive”) and Aerie Pharmaceuticals, Inc. (the “Company”) (each of Executive and the Company, a “Party” and collectively, the “Parties”), the sufficiency of which Executive acknowledges, Executive, with the intention of binding Executive and Executive’s sole remedy heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i) for recovering upon a 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 local statute, provision, order or regulation, and including, without limitation, any claim shall be to institute an independent action against Landlord.under Title VII of the 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 analogous state statute, excepting only:
Appears in 1 contract
Release. Landlord By its execution hereof and in consideration of the terms herein and other accommodations granted to the Loan Parties hereunder, each Loan Party, on behalf of itself and each of its Subsidiaries, and its employees or their successors, assigns and agents shall not be liable agents, hereby expressly forever waives, releases and discharges any and all claims (including cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Claims”) any of them may, as a result of actions or inactions occurring on or prior to Tenantthe Amendment No. 6 Effective Date, Tenant’s employeeshave or allege to have as of the date of this Amendment or at any time thereafter (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against the Agent or any Lender, their respective affiliates, agents, assigneesprincipals, subtenantsmanagers, licenseesmanaging members, concessionairesmembers, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of each of the foregoing (collectively, the “Released Parties”) arising out of, or to relating to, this Amendment, the Credit Agreement, the other Loan Documents and any other person or entity for any damage (including indirect all of the actions and consequential damage), injury, loss, compensation transactions contemplated hereby or claim whatsoeverthereby, including but not limited to claims for the interruption any actual or alleged performance or non-performance of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are Released Parties hereunder or under the obligation of Tenant; interruption in Loan Documents (the use “Released Matters”). In entering into this Amendment, each Loan Party expressly disclaims any reliance on any representations, acts, or omissions by any of the Leased Premises or any equipment therein; any accident or damage resulting from Released Parties and hereby agrees and acknowledges that the use or operation (by Landlord, Tenant or any other person or entity) validity and effectiveness of the following services: heatingreleases set forth above does not depend in any way on any such representation, coolingacts and/or omissions or the accuracy, electricalcompleteness, sewerage, water, communications, data transmission, plumbing equipment or apparatus; validity thereof. The provisions of this Section 11 shall survive the termination of this Lease arising Amendment and the Loan Documents and the payment in connection with the destruction full in cash of all Obligations of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants Loan Parties under or in respect of the Leased Premises or of any Credit Agreement and other person or entity; Loan Documents and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premisesall other amounts owing thereunder. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlord.[Signature Pages Follow]
Appears in 1 contract
Sources: Credit Agreement (Team Inc)
Release. Landlord Except as set forth in Section 5, the Ministry Partners Parties irrevocably and its employees unconditionally grant a full, final, and agents shall not be liable to Tenantcomplete release, Tenant’s employeeswaiver, agentsand discharge of all alleged or actual claims, assigneescounterclaims, subtenantsdefenses, licenseesrights of setoff, concessionairesrights of rescission, liens, disputes, liabilities, losses, debts, costs, expenses, obligations, demands, claims for accountings or audits, alleged events of default, damages, rights, and causes of action of any kind or nature whatsoever, whether asserted or unasserted, known or unknown, suspected or unsuspected, fixed or contingent, in contract, tort, or to otherwise, secured or unsecured, accrued or unaccrued, whether direct, derivative, or brought in any other person capacity that the Ministry Partners Parties may now or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, may hereafter have against Buyer arising out of or resulting from any cause whatsoever relating to (except as otherwise provided i) the [Request for Confidential Treatment], more particularly described in this ArticleExhibit “E” hereto (the “[Request for Confidential Treatment]” or each a “[Request for Confidential Treatment]”), including but not limited transferred, sold or assigned to the following: repairs to any portion of Ministry Partners Parties, including the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising [Request for Confidential Treatment] made in connection with the destruction [Request for Confidential Treatment] to the Ministry Partners Parties or any alleged [Request for Confidential Treatment] on the basis of any [Request for Confidential Treatment] or otherwise or failure to cure any alleged breach arising in any way from or under the [Request for Confidential Treatment], (ii) the [Request for Confidential Treatment] to the [Request for Confidential Treatment] held by the Ministry Partners Parties, (iii) the [Request for Confidential Treatment] of the Leased Premises; [Request for Confidential Treatment] held by the Ministry Partners Parties (including any fireclaim relating to the [Request for Confidential Treatment] or [Request for Confidential Treatment], robberyor that [Request for Confidential Treatment] includes an obligation to take any action or provide any notice towards, theftor with respect to, vandalismthe [Request for Confidential Treatment] by the Buyer, mysterious disappearance and/or or any other casualtyperson); the actions of or (iv) any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premisesactions, or from wateralleged omissions of an obligation to undertake action or any claim relating to any obligations or duties of Buyer, rainacting in its capacity as (A) [Request for Confidential Treatment] entered into by and between Seller or the Ministry Partners Parties and Buyer, ice or snow (B) as [Request for Confidential Treatment] under that may leakcertain [Request for Confidential Treatment], intoby and between Buyer and Seller, or flow from(C) as [Request for Confidential Treatment] under that certain [Request for Confidential Treatment], any part of the Leased Premisesas amended, or from drainsby and among Buyer, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of TenantMPF, and Landlord shall not other parties; in any manner be held responsible therefor. In all cases relating to actions taken, transactions, omissions to act or factual matters that occurred prior to the event that at any time during effective date of this Agreement (collectively, all such claims being defined as the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy “[Request for recovering upon a claim shall be to institute an independent action against LandlordConfidential Treatment]”).
Appears in 1 contract
Sources: Loan Purchase Agreement (Ministry Partners Investment Company, LLC)
Release. Landlord The Borrower, for and on behalf of itself and its employees legal representatives, successors and agents shall not be liable to Tenantassigns, Tenant’s employeesdoes waive, release, relinquish and forever discharge the Administrative Agent, the Lenders, their parents, subsidiaries, and affiliates, their respective past, present and future directors, officers, managers, agents, assigneesemployees, subtenantsinsurers, licenseesattorneys, concessionairesrepresentatives and all of their respective heirs, successors and assigns (collectively, the “Released Parties”), of and from any and all manner of action or causes of action, suits, claims, demands, judgments, damages, levies and executions of whatsoever kind, nature or description arising on or before the ARCA Effective Date, including any claims, losses, costs or damages, including compensatory and punitive damages, in each case whether known or unknown, asserted or unasserted, liquidated or unliquidated, fixed or contingent, direct or indirect, which the Borrower, or its legal representatives, successors or assigns, ever had or now has or may claim to have against any of the Released Parties, with respect to any matter whatsoever relating to the Loan Documents, the Loan Documents (as defined in the Existing Term Loan Credit Agreement), the administration of the Loan Documents, the administration of the Loan Documents (as defined in the Existing Term Loan Credit Agreement), the negotiations relating to this Agreement and the other Loan Documents executed in connection with this Agreement, the negotiations relating to the Existing Term Loan Credit Agreement and the other Loan Documents (as defined in the Existing Term Loan Credit Agreement) executed in connection with the Existing Term Loan Credit Agreement and any other instruments and agreements executed by the Borrower or any Loan Party in connection with the Loan Documents, the Loan Documents (as defined in the Existing Term Loan Credit Agreement), this Agreement or the Existing Term Loan Credit Agreement, in each case, arising on or before the ARCA Effective Date (collectively, “Claims”). The Borrower acknowledges that it is aware that it may discover facts different from or in addition to those it now knows or believes to be true with respect to the Claims, and agrees that the release contained in this Agreement is and will remain in effect in all respects as a complete and general release as to all matters released in this Agreement, notwithstanding any such different or additional facts. The Borrower agrees not to ▇▇▇ any Released Party or in any way assist any other person or entity for in suing a Released Party with respect to any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided Claim released in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordAgreement.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Southwestern Energy Co)
Release. Landlord In exchange for the Option Payment, which constitutes good and its employees valuable consideration, the receipt and agents shall not be liable to Tenantadequacy of which are hereby acknowledged, Tenant’s you, on your own behalf and on behalf of your affiliates and their respective heirs, successors and assigns (collectively, the “Contemplated Option Releasers”), hereby irrevocably waive, acquit, remise, discharge and forever release Parent, the Company and the Surviving Entity and each of their respective officers, managers, members, partners, employees, agentsattorneys, assignees, subtenants, licensees, concessionaires, affiliates and other representatives and any predecessor or successor to any other person or entity for of them (collectively, the “Releasees”) from and against any damage and all liabilities, obligations, actions, claims, demands, judgments, losses, damages, costs, expenses, taxes, penalties and interest (including indirect and consequential damage)without limitation any related to Section 409A of the Internal Revenue Code) of any kind or nature whatsoever arising on or prior to the Closing (including, injury, loss, compensation or claim whatsoever, including but not limited to, those in respect of equity or equity-based awards (including the Ungranted Option) and those related to claims for the interruption management, ownership or operation of the Company), in each case whether absolute or loss contingent, liquidated or unliquidated, known or unknown, matured or unmatured or determined or undeterminable, and whether arising under any law, contract, agreement, arrangement, commitment, undertaking or understanding, whether written or oral or otherwise at law or in equity, and you covenant, on behalf of yourself and each other Contemplated Option Releaser, that no Contemplated Option Releaser shall seek to Tenant’s businessrecover any amounts in connection therewith or thereunder from the Releasees. Notwithstanding the immediately preceding sentence, based onthe waiver, arising out of or resulting from any cause whatsoever (except as otherwise provided release and discharge contained in this Article), including but Section 3 shall not limited to the followingapply to: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant a) claims arising under this Agreement or any other person or entity) agreement entered into between you and a Releasee on the date of the following services: heatingClosing (or that becomes effective as of the date of the Closing) pursuant to the terms of the Merger Agreement; (b) rights in your capacity as an employee of the Company to accrued but unpaid wages, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment salaries or apparatusother cash compensation arising in the ordinary course of business of the Company and unreimbursed claims under employee health and welfare plans; and (c) claims that cannot be released or waived under applicable law. Each of the termination Releasees shall be deemed to be an express third-party beneficiary of the terms and conditions of this Lease arising in connection with the destruction Section 3. You, on behalf of the Leased Premisesyourself and each other Contemplated Option Releaser, (x) acknowledge, represent, and warrant that you have had adequate disclosure of all facts necessary to make a knowing release of all matters released hereunder; and (y) hereby waive and relinquish any fire, robbery, theft, vandalism, mysterious disappearance and/or rights and benefits that may exist under any other casualty; the actions statute or common law principle of any other tenants jurisdiction relating to the preservation of the Leased Premises or of any other person or entity; unknown claims, including California Civil Code Section 1542 (and any leakage in any part laws which are similar, comparable or portion of the Leased Premisesequivalent to such law), or from waterwhich provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, rainIF KNOWN BY HIM OR HER, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordWOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Appears in 1 contract
Release. Landlord Aviation Sales and its employees Subsidiaries acknowledge that they ------- have no existing defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of their or the Owner Trustee's respective liability to pay or perform any obligations pursuant to any of the Operative Agreements or any other documents which evidence or secure any obligations owed under any Operative Agreement. In consideration for the execution of this letter, each of Aviation Sales and its Subsidiaries hereby releases and forever discharges, Bank of America, the Agent, the Lenders, the Holders and the Owner Trustee and all of their respective officers, directors, employees, Affiliates and agents shall not be liable to Tenant(collectively, Tenant’s employeesthe "Released Parties") from any and all actions, agentscauses of action, assigneesdebts, subtenantsdues, licenseesclaims, concessionairesdemands, liabilities and obligations of every kind and nature, both in law and in equity, known or to any other person unknown, whether heretofore or entity for any damage now existing, liquidated or unliquidated, matured or unmatured, fixed or contingent (including indirect and consequential damagecollectively, the "Release Claims"), injury, loss, compensation or claim whatsoever, including but not limited which might be asserted against any of the Released Parties. This Release applies to claims for the interruption of or loss to Tenant’s business, based on, all matters arising out of or resulting from relating to the Operative Agreements, any cause whatsoever Property, any obligations due under any of the Operative Agreements and this Consent Agreement, commitment letters with respect to other loan facilities, and the lending and borrowing relationships, and (except as otherwise provided in this Article)to the extent any Release Claims relating to such deposit relationships are now known to Aviation Sales or any of its Subsidiaries) the deposit relationships, between Aviation Sales and its Subsidiaries, and Bank of America, the Agent, the Lenders, the Holders and the Owner Trustee, including but the administration, collateralization and funding thereof. Each of Aviation Sales and its Subsidiaries further agrees not limited to bring any action in any judicial, administrative or other proceeding against the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises Released Parties, or any equipment therein; of them, alleging any accident such Release Claim or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease otherwise arising in connection with any such Release Claim. It is the destruction intent of the Leased Premises; parties that except as otherwise set forth herein, the foregoing release shall be effective as a full and final accord and satisfaction of all claims hereby released and each of Aviation Sales and its Subsidiaries hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed. In this connection, each of Aviation Sales and its Subsidiaries hereby agrees, represents and warrants that it realizes and acknowledges that factual matters now existing and unknown to it may have given or may hereafter give rise to Release Claims, which are presently unknown, unsuspected, unliquidated, unmatured and/or contingent, and it further agrees, represents and warrants that this release has been negotiated and agreed upon in view of that realization. Nevertheless, Aviation Sales and its Subsidiaries hereby intend to release, discharge and acquit the Released Parties of and from any firesuch unknown, robberyunsuspected, theftunliquidated, vandalismunmatured and/or contingent Release Claims, mysterious disappearance and/or which are in any other casualty; way set forth in or related to the actions matters identified above in this letter. Aviation Sales and its Subsidiaries hereby explicitly waive the benefits of any other tenants common law or statutory rule with respect to the release of such Release Claims. The acceptance and delivery of this letter by the Agent on behalf of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord Released Parties shall not be considered deemed or construed as an evictionadmission of liability with respect to the Release Claims or otherwise by the Released Parties, actual or constructiveany of them, of Tenant from and the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement Released Parties hereby expressly deny liability of any Rent payable hereundernature whatsoever arising from or related to the subject of the release contained in this letter. Any goodsEach of Aviation Sales and its Subsidiaries hereby agrees, property represents and warrants that: (i) such party has not voluntarily, by operation of law or personal effects stored otherwise, assigned, conveyed, transferred or placed by Tenantencumbered, its employees either directly or agents indirectly, in whole or about the Leased Premises and in part, any data regardless of how stored (including but not limited right to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not interest in any manner of the Release Claims purported to be held responsible therefor. In released by this letter; (ii) such party has had advice of counsel of its own choosing in negotiations for and the event preparation of this forbearance and consent letter; and (iii) such party is fully aware of the effect of releases such as that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordcontained in this letter.
Appears in 1 contract
Release. Landlord In order to induce the Consenting Lenders to enter into this Amendment, Borrower and its employees Consolidated Subsidiaries acknowledge and agents shall not be liable to Tenantagree that: (a) neither Borrower nor any of its Consolidated Subsidiaries has any claim or cause of action against Administrative Agent or any of the Lenders (or any of their respective directors, Tenant’s trustees, officers, employees, or agents, assignees, subtenants, licensees, concessionaires, ) relating to or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of this Amendment and the grant of Collateral provided for herein or resulting from the Credit Agreement; (b) neither Borrower nor any cause of its Consolidated Subsidiaries has any offset right, counterclaim, or defense of any kind against any of their respective obligations, indebtedness, or liabilities to Administrative Agent or any of the Lenders; and (c) Administrative Agent and each Lender have heretofore properly performed and satisfied in a timely manner all of their respective obligations to Borrower and its Consolidated Subsidiaries under the Credit Agreement. Borrower and its Consolidated Subsidiaries wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances, or matters would impair or otherwise adversely affect any rights, interests, contracts, or remedies of Administrative Agent or any Lender under this Amendment, the Credit Agreement, the Collateral Documents, and the other Loan Documents, whether known or unknown, as applicable; and therefore, Borrower, for itself, and each of its Consolidated Subsidiaries) unconditionally releases, waives, and forever discharges (x) any and all liabilities, obligations, duties, promises, or indebtedness of any kind of Administrative Agent or any Lender to Borrower or any of its Consolidated Subsidiaries arising on or prior to the date hereof in connection with this Amendment, the Credit Agreement, the other Loan Documents, or the grant of Collateral provided herein, except the obligations to be performed by Administrative Agent and Lenders on or after the date hereof as expressly stated in this Amendment, the Credit Agreement, the Collateral Documents, and the other Loan Documents, as such obligations may be modified pursuant to the terms of this Amendment, the Credit Agreement, the Collateral Documents, or the other Loan Documents, and (y) all claims, offsets, causes of action, suits, or defenses of any kind whatsoever (except as otherwise provided in this Articleif any), including but not limited whether arising at law or in equity, whether known or unknown, which Borrower or its Consolidated Subsidiaries might otherwise have against Administrative Agent or any Lender or any of the respective directors, trustees, officers, employees or agents of Administrative Agent or any Lender arising on or prior to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising date hereof in connection with the destruction Credit Agreement, this Amendment, the other Loan Documents, or the grant of the Leased Premises; any fireCollateral provided herein, robberyin either case (x) or (y), theftwhether known or unknown, vandalism, mysterious disappearance and/or any other casualty; the actions on account of any other tenants past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of the Leased Premises action, defense, circumstance, or matter of any other person or entity; kind. Neither Administrative Agent nor any Lender shall be liable with respect to, and Borrower and each Consolidated Subsidiary hereby waives, releases, and agrees not to ▇▇▇ for any leakage in any part or portion of the Leased Premisesspecial, indirect, or from water, rain, ice or snow that may leak, intoconsequential damages relating to this Amendment, or flow from, any part of the Leased PremisesCredit Agreement, or from drainsCollateral Documents, pipes or plumbing fixtures arising out of its activities in connection herewith or therewith (whether before, on or after the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlorddate hereof).
Appears in 1 contract
Release. Landlord The Borrower hereby acknowledges and agrees that: (a) neither it nor any of its Affiliates has any claim or cause of action against the Administrative Agent, the Collateral Agent, the Issuing Bank 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 (b) the Administrative Agent, the Collateral Agent, the Issuing Bank 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 in this Amendment and other good and valuable consideration, the Borrower (for itself and its employees Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge the Administrative Agent, the Collateral Agent, each Lender and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the “Released Parties”) from any and all debts, claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall not or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be liable done on or prior to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, date hereof directly arising out of of, connected with or resulting from any cause whatsoever (except as otherwise provided in related to this Article)Amendment, including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant Credit Agreement or any other person Loan Document (or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising any other document entered into in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordtherewith).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Release. Landlord and its employees and agents shall not be liable Except to Tenantthe extent of damage resulting from the active negligence or willful misconduct of Sublandlord, Tenant’s or any of their officers, directors, shareholders, employees, agents, assigneesrepresentatives, subtenantsattorneys, licenseespredecessors, concessionairessuccessors or assigns, or to any other person or entity for any damage (including indirect Subtenant hereby acknowledges and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in agrees that the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (Fitness Center by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) Registered Users shall be at the sole risk of TenantSubtenant and such Registered Users. Subtenant, for itself and its successors and assigns, hereby irrevocably and unconditionally releases and discharges Sublandlord, Master Landlord shall not and the officers, directors, shareholders, employees, agents, representatives, attorneys, lenders, predecessors, successors and assigns of each from any and all claims, damages, demands, liabilities, costs, expenses, liens, judgments, actions and causes of action of every kind and nature whatsoever, whether known or unknown, which Subtenant may at anytime hereafter have, own or hold arising out of, based upon or in any manner be held responsible thereforway relating to the Fitness Center, except, as to each of said persons, to the extent caused by the active negligence or willful misconduct of such person or any of its officers, directors, shareholders, employees, agents, representatives, attorneys, predecessors, successors or assigns. In Except to the event that at any time during extent caused by the Lease Term Tenant active negligence or willful misconduct of Sublandlord, Subtenant shall have a claim against and hereby agrees to fully indemnify and hold harmless Sublandlord, Master Landlord, Tenant shall not have Fitness Center Operator and the right officers, directors, shareholders, employees, agents, representatives, attorneys, lenders, predecessors, successors and assigns of each from and against any and all losses, liabilities, damages, judgments, causes of action, awards, costs and/or expenses (including attorney's fees) arising out of or in any way relating to set off the use of the Fitness Center by Subtenant, Subtenant's Registered Users, and/or any other persons obtaining access to the Fitness Center through the Subtenant (except, as to each of said persons to the extent of damage resulting from the active negligence or deduct the amount owed willful misconduct of such person or allegedly owed to Tenant from any Rent of its officers, directors, shareholders, employees, agents, representatives, attorneys, predecessors, successors or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordassigns).
Appears in 1 contract
Release. Landlord Effective as of the Closing Date, and except as to Seller’s obligations, representations, warranties and covenants under this Agreement and documents executed pursuant to this Agreement, Buyer, on its employees own behalf and agents shall not be liable to Tenanton behalf of its trustees, Tenant’s officers, employees, other Affiliates, agents, assigneesattorneys, subtenantsrepresentatives, licenseessuccessors and assigns (collectively each of Buyer’s constituent entities, concessionaires“Releasing Parties”) hereby agrees that each Seller, each of Seller’s constituent entities and each Seller’s or its constituent entities’ directors, officers, employees, other Affiliates, agents, attorneys, representatives, successors and assigns (collectively, “Released Parties”) shall be fully and forever released and discharged from any and all liabilities, losses, claims (including third party claims), demands, damages of any nature PURCHASE AND SALE AGREEMENT – PAGE 39 whatsoever, causes of action, costs, penalties, fines, judgments, attorneys’ fees, consultants’ fees and costs and experts’ fees (collectively, “Claims”), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the Property including, without limitation, the physical, environmental and structural condition of the Property or any law or regulation applicable thereto, including, without limitation, any Claim or matter (regardless of when it first appeared or appears) relating to or arising from: (a) the status of title to the Real Property or Seller’s ownership of the Real Property including all matters shown on the Title Report, the Survey and all matters which would have been shown on an ALTA/ACSM survey of the Real Property; (b) the presence of any environmental problems, or the use, presence, storage, release, discharge, migration or transportation of Hazardous Substances on, in, under, about or to or from the Property regardless of when such Hazardous Substances were first introduced on, in, under, about, or transported to or from, the Property; (c) any other person patent or entity latent defects or deficiencies with respect to the Property; (d) the presence of any mold or microbial agents in the Property; (e) any and all matters related to the physical condition of the Property or any portion thereof, including without limitation, the condition and/or operation of the Property and each part thereof and specifically including all matters, conditions, and deficiencies reflected in the Diligence Material; (f) any defect, default or unenforceability of any Lease, Contract or Permit, (g) geological or seismic conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, and limitations regarding the withdrawal of water therefrom, and faulting; (h) whether or not and the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway, or special flood hazard; (i) drainage and soil conditions of the Property; (j) the existence of or availability of any development rights; (k) zoning requirements (including any special use permits) to which the Property or any portion thereof may be subject or the status of compliance with such requirements; (l) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electricity; (m) usages of any adjoining property; (n) access to the Property or any portion thereof; (o) the value, compliance with specifications, size, location, age, use, merchantability, quality, description, or condition of the Property or any portion thereof, or suitability of the Property or any portion thereof for Buyer’s purposes, or fitness for any damage use or purpose whatsoever; (including indirect p) the compliance of the Property with applicable building codes, fire codes, land use or access laws or ordinances including, without limitation, the Americans with Disabilities Act (and consequential damage), injury, loss, compensation the local equivalent thereof) or claim whatsoeverany similar Laws, including but not limited to claims for Environmental Laws; (q) the interruption square footage or leaseable area of the Improvements and/or the Real Property; or loss to Tenant’s business(r) the credit-worthiness of any tenant under any of the Leases (collectively, based on, arising out of or resulting from any cause whatsoever (except the “Subject Matter”). Except as otherwise provided in this Article)the preceding sentence, including Buyer hereby waives the right to pursue and hereby covenants and agrees not to commence any action, legal proceeding, cause of action or suit in law or equity, of whatever kind or nature, including, but not limited to, under any Environmental Law, against the Released Parties or any one of them or their agents in connection with any Claim. In this connection and to the following: repairs greatest extent permitted by law, Buyer hereby agrees, represents and warrants that Buyer realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, unanticipated and unsuspected, and Buyer further agrees, represents and warrants that the waivers and releases and the limitations in this Section and Sections 3.5 and 8.5 have been negotiated and agreed upon in light of that realization, that Buyer nevertheless hereby intends to release, discharge and acquit Released Parties from any such unknown Claims, and that this release is a material factor in Seller’s negotiation of the Purchase Price and represents a material portion of the Leased Premises which are consideration given to Seller by Buyer in exchange for Seller’s performance hereunder. Without limiting the foregoing and notwithstanding anything to the contrary contained herein, if Buyer has actual knowledge of (i) a default in any of the covenants, agreements or obligations to be performed by Seller under this Agreement and/or (ii) any breach or inaccuracy in any representation of Seller made in this Agreement and/or (iii) any failure of condition to Buyer’s obligation or close the transaction contemplated by this Agreement and Buyer nonetheless elects to proceed with the Closing, then, upon the consummation of Tenant; interruption the Closing, Buyer shall be conclusively deemed to have waived any such default and/or breach or inaccuracy and or failure of condition and shall have no Claim against Seller or hereunder with respect thereto. In no event shall any liability of any Seller under Section 6.11.1 or Section 6.12 be included in the use foregoing release of liability. As further consideration for the Leased Premises or any equipment therein; any accident or damage resulting from foregoing release provided in this Section 8.4, Buyer hereby agrees, represents and warrants that the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but matters released herein are not limited to data stored magnetically matters that are known or electronically) shall be at the sole risk disclosed. In this connection, Buyer hereby agrees, represents and warrants that it realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of Tenantaction, Claims, demands, debts, controversies, damages, costs, losses and expenses that are presently unknown, unanticipated and unsuspected, and Landlord shall not it further agrees, represents and warrants that the foregoing release provided in any manner be held responsible therefor. In this Section 8.4 has been negotiated and agreed upon in light of that realization, and they Buyer (for itself and on behalf of the event that at any time during Releasing Parties) nevertheless hereby intends to release, discharge and acquit the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant Released Parties from any Rent or other sums payable such unknown causes of action, Claims, demands, debts, controversies, damages, costs, losses and expenses that are in way related to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlord.the Subject Matter. /s/ DL /s/ MCD Buyer Initials Seller Initials
Appears in 1 contract
Sources: Purchase and Sale Agreement (Weingarten Realty Investors /Tx/)
Release. Landlord and its employees and agents shall not be liable to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except Effective as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by LandlordClosing, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased PremisesD▇. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy ▇▇ (on behalf of himself and his Affiliates, agents, trustees, beneficiaries, estate, heirs, successors and assigns (other than Company)) (each a “Releasor”) hereby: (a) represents and warrants that the Releasors have no Claims, other than Excluded Claims, against the Company, Parent, or any of their respective Affiliates, partners, stockholders, representatives, predecessors, successors, related entities or assigns in their respective capacities as such (collectively, the “Releasees”), with respect to the Company or its respective businesses; (b) irrevocably and unconditionally releases the Releasees from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages or causes of action, choses in action, suits, rights, demands, costs, Losses, debts and expenses (including all attorneys’ fees and costs incurred) of any kind or nature whatsoever, known or unknown, suspected or unsuspected, existing or prospective, relating to the Company, its respective businesses, or the Contemplated Transactions (collectively, “Claims”); provided, that the foregoing release does not include Claims arising from or related to any rights of Releasor (i) under this Agreement or any other Ancillary Document to which Releasor is a party, (ii) if Releasor is an employee of the Company, to any employment compensation or benefits accrued in the normal course for recovering upon employment services rendered that are due and owing to Releasor but unpaid as of the Closing, or (iii) with respect to claims that cannot be released as a matter of law (collectively, “Excluded Claims”); provided further, that Releasor expressly acknowledges that the release contained in this Section 5.13 (Release) applies to all Claims as defined above, whether such Claims are known or unknown, and includes Claims which if known by the releasing party might materially affect its decision to grant the release contained in this paragraph, and that Releasor has considered and taken into account the possible existence of such Claims in determining to execute and deliver this Agreement, and Releasor expressly waives any rights or benefits under §1542 of the California Civil Code, or comparable laws as may apply, which provides: “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”; (c) irrevocably and unconditionally covenants and agrees not to assert any suit, demand, litigation, lawsuit, action or claim shall against any Releasee regarding any Claim released under this Section 5.13 (Release); and (d) represents, warrants, covenants and agrees that no Claim or possible Claim against any Releasee has been or will be assigned or transferred, and agrees to institute an independent action against Landlordindemnify and hold the Releasees harmless from any liability or damages arising as a result of any such assignment or transfer.
Appears in 1 contract
Sources: Merger Agreement (Ideanomics, Inc.)
Release. Landlord The Stipulation provides that, if the Court approves the Settlement and its employees in consideration of the benefits provided by the Settlement, all claims, rights, demands, suits, matters, issues or causes of action, whether known or unknown, of the Plaintiffs and agents shall not be liable to Tenantall class members (as herein defined) against all defendants and any of their present or former officers, Tenant’s directors, employees, stockholders, agents, assigneesattorneys, subtenantsadvisors, licenseesinsurers, concessionairesaccountants, trustees, financial advisors, commercial bank lenders, persons who provided fairness opinions, investment bankers, associates, representatives, affiliates, parents, subsidiaries (including the directors and officers of such affiliates, parents, and subsidiaries), general partners, limited partners, partnerships, heirs, executors, personal representatives, estates, administrators, successors and assigns (collectively, “Defendants’ Affiliates”), whether such claims arise or could have arisen under state or federal law, including the federal securities laws (except for claims for appraisal pursuant to Section 262 of the Delaware General Corporation Law of stockholders who properly demand appraisal and have not otherwise waived their appraisal rights), and whether directly, derivatively, representatively or arising in any other capacity, that arise out of or in connection with, any claim that was or could have been brought in the Amended Complaint, or to that arises now or hereafter out of, or that relates in any other person way to, the acts, facts or entity for any damage the events alleged in the Amended Complaint including, without limitation, the Life Insurance Agreements and the Settlement Agreement (including indirect and consequential damageas those terms are defined in the Amended Complaint), injuryany premiums, lossexpenses, compensation costs or claim whatsoeverother monies paid or forgiven by the Company relating thereto, including but not limited and any agreements and disclosures relating thereto, and any acts, facts, matters, transactions, occurrences, conduct or representations relating to claims for the interruption of or loss to Tenant’s business, based on, arising out of the subject matter referred to in the Amended Complaint, and the fiduciary and disclosure obligations of any of the defendants (or resulting from other persons to be released) with respect to any cause whatsoever of the foregoing (except as otherwise provided whether or not such claim could have been asserted in this Articlethe Amended Complaint), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenantforever compromised, settled, released and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlorddismissed with prejudice.
Appears in 1 contract
Release. Landlord If the Closing occurs, the Stockholders shall have no rights, hereunder or otherwise, to indemnification or contribution from the Company with respect to any matter based on events or circumstances occurring or arising prior to the Closing, including, without limitation, any inaccuracy in or breach of any representation or warranty of Company made in or pursuant to this Agreement, or any breach or non-fulfillment of any covenant or obligation of Company contained in this Agreement. Each Stockholder, on behalf of himself or herself and its employees each of his or her heirs, successors and agents shall not be liable to Tenantassigns (the "RELATED PERSONS"), Tenant’s hereby unconditionally remises, releases and forever discharges Company, the Surviving Corporation, Bentley and Merger Sub and each of their respective individual, joint or mutual, past, present and future officers, directors, employees, agents, assigneesAffiliates, subtenantsstockholders, licenseescontrolling persons, concessionairesparent corporations, or to subsidiaries, successors and assigns (individually, a "Releasee" and collectively, "RELEASEES") from any other person or entity for any damage (including indirect and consequential damage)all manner of actions, injurycauses of action, losssuits, compensation or claim claims, counterclaims, demands. proceedings, orders, obligations, contracts, agreements, promises, covenants, defenses, debts and liabilities whatsoever, including whether known or unknown, suspected or unsuspected, both at law and in equity, which either such Stockholder or any of his or her respective Related Persons now has, have ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing, including, but not limited to, any rights under federal or state securities laws and any rights to indemnification or reimbursement from Company, whether pursuant to its organizational documents, contract or otherwise and whether or not relating to claims for pending on, or asserted after, the interruption Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of the Releasees specifically arising under this Agreement or loss any Collateral Documents. Each Stockholder hereby irrevocably covenants to Tenant’s businessrefrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based on, arising out of or resulting from upon any cause whatsoever (except as otherwise provided in matter purported to be released by this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordSection 9.6.
Appears in 1 contract
Release. Landlord Effective as of the effective time of the merger of BSB with and into Holdings as contemplated by the Merger Agreement (the “Effective Time”), Shareholder, on behalf of himself, herself or itself and each of his, her or its employees heirs, legal representatives, successors and agents shall assigns, hereby releases, forever discharges and covenants not to ▇▇▇ each of Holdings, GFA, BSB and Boulder and their respective shareholders, directors and officers (but only in such person’s capacity as a shareholder, director or officer, and regardless of whether such claim may be liable brought individually or derivatively) (individually, a “Company Releasee” and collectively, “Company Releasees”) and Holdings (on behalf of itself and GFA Brands) hereby releases, forever discharges and covenants not to Tenant▇▇▇ Shareholder (but only in such Shareholder’s capacity as a shareholder), Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or in each case from and with respect to any and all claims, actions, demands, proceedings, causes of action, orders, obligations, contracts, agreements, debts, costs, attorneys’ fees, charges, controversies, promises, expenses, compensation and all other person liabilities whatsoever, whether known or entity for unknown, suspected or unsuspected, both at law and in equity, which such party or any damage of such party’s heirs, legal representatives, successors and assigns, now has, has ever had or may hereafter have against any of the Company Releasees or Shareholder, as applicable, arising contemporaneously with or prior to the Effective Time (including indirect and consequential damage“Claims”), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever except (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption a) in the use case of both parties, rights arising under the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant Merger Agreement or any other person agreement between the parties which is identified in either the Merger Agreement or entitythe schedules attached thereto, (b) in the case of the following services: heatingHoldings’ and GFA’s release of Shareholder, coolingrights and claims based on willful misconduct or malfeasance, electricalcriminal violations, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection willful failure to deal fairly with the destruction Holdings or GFA (including, without limitation, conflicts of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premisesinterest), or from water, rain, ice improper personal profit or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be benefit at the sole risk expense of TenantHoldings or GFA and (c) in cases in which Shareholder or any affiliate Shareholder is an employee of a Holdings or GFA, (i) rights and Landlord shall not in claims arising from employment including any manner be held responsible therefor. In benefit plans and (ii) rights and claims for indemnification pursuant to the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off certificate of incorporation or deduct the amount owed bylaws of Holdings or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordGFA.
Appears in 1 contract
Release. Landlord (a) For and in consideration of the amount to be paid to the Sellers under this Agreement and the Transaction Documents, and the additional covenants and promises set forth in this Agreement, each Seller, effective as of such Equityholder’s applicable Closing Date, on behalf of itself, himself or herself and its employees and agents shall not be liable to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage Affiliates (including indirect and consequential damagethe “Releasing Parties”), injuryhereby fully, lossfinally and irrevocably releases, acquits and forever discharges each of the Buyer Parties, the Group Companies, their respective Subsidiaries and their respective Representatives and Affiliates (collectively, the “Released Parties”) from any and all claims, counterclaims, suits, causes of action, demands, damages, liabilities, obligations, costs, expenses and compensation of every kind and nature whatsoever, past, present or claim whatsoeverfuture, at law or in equity, whether known or unknown, contingent or otherwise, relating to or arising out of the dealings of any Released Party and such Releasing Party had, has or may have had at any time in the past until and including the date of this Agreement, including but not limited to any claims which relate to or arise out of such Releasing Party’s prior relationship with any Group Company or I Health (including their respective present and former subsidiaries, parent entities or any predecessors in interest) (collectively, for the interruption purposes of this Section 12.18(a), “Causes of Action”); provided, that this release shall not affect or loss impair: (i) any Causes of Action, rights of the Releasing Parties or any obligations of the Released Parties to Tenant’s businessthe Releasing Parties arising under this Agreement or in any Transaction Document, based onincluding without limitation, the Management Services Agreement, (ii) any Causes of Action or rights to reimbursement, indemnification or contribution of any Releasing Party in his, her or its capacity as an officer, director, manager, stockholder, unitholder or employee of a Released Party (whenever arising) under the Governing Documents of the applicable Releasing Party, the Tail Policy or Applicable Law, (iii) any claims arising out of Fraud, (iv) in the case of MSO LP Buyer, any claims arising out of willful misconduct, Fraud or resulting from violations of Applicable Law, or (v) any cause whatsoever rights which, as a matter of Applicable Law or public policy, cannot be released.
(except as otherwise provided in this Article), including but not limited b) The Releasing Parties hereby represent to the followingapplicable Released Parties that the Releasing Parties: repairs (i) have not assigned any Causes of Action or possible Causes of Action against any applicable Released Party, (ii) fully intend to release all applicable Causes of Action against the applicable Released Parties including without limitation, unknown and contingent Causes of Action (other than those specifically reserved above) and (iii) have consulted with counsel with respect to the execution and delivery of this general release and has been fully apprised of the consequences hereof. The Releasing Parties hereby covenant and agree not to make any claim or cross-claim or to take any Action against any other Person who or which might claim contribution from or indemnification by any Affiliate of the Group Companies under the provisions of any Applicable Law or otherwise except claims relating to rights arising from this Agreement or in any Transaction Document.
(c) Each Releasing Party acknowledges that such Releasing Party has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY 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 WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
(d) Each Releasing Party being aware of said code section agrees to expressly, effective as of the applicable Closing Date, waive any rights such Releasing Party may have thereunder, as well as under any other statute or common law principles of similar effect.
(e) The Releasing Parties hereby irrevocably covenant to, effective as of the applicable Closing Date, refrain from, directly or indirectly (i) asserting any applicable Causes of Action, or commencing, instituting or causing to be commenced, or continuing with any Action for a Cause of Action, and this Agreement may be raised by any applicable Released Party as an estoppel to any portion such Actions and (ii) making any claim or commencing any Action against any Person (or assisting or encouraging any other Person in connection therewith) in which any Action would arise against any applicable Released Party for contribution or indemnity or other relief from, over and against any applicable Released Party or which otherwise results in an applicable Released Party suffering or incurring any Damages, whether under Applicable Laws or Contract or otherwise, with respect to an applicable Cause of Action. Without in any way limiting any of the Leased Premises which are rights and remedies otherwise available to any applicable Released Party, the obligation Releasing Parties shall indemnify and hold harmless each applicable Released Party from and against all applicable Causes of Tenant; interruption in the use of the Leased Premises Action whether or any equipment therein; any accident not involving third-party claims, actions or damage resulting proceedings, arising directly or indirectly from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction assertion by or on behalf of each applicable Releasing Party or any of its Affiliates of any Action which is, or is purported to be, an applicable Cause of Action. It is the intention of the Leased Premises; Releasing Parties that the release described in this Section 12.18 be effective as a bar to each applicable Cause of Action hereinabove specified. In furtherance of this intention, the Releasing Parties hereby expressly waive any fire, robbery, theft, vandalism, mysterious disappearance and/or and all rights and benefits conferred upon it by the provisions of Applicable Law with respect to any other casualty; applicable Cause of Action and expressly consents that the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage release described in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) Section 12.18 shall be at the sole risk given full force and effect according to each and all of Tenant, its express terms and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordprovisions.
Appears in 1 contract
Sources: Asset and Equity Purchase Agreement (Apollo Medical Holdings, Inc.)
Release. Landlord Executive, for himself, his successors and assigns, now and forever hereby releases and discharges the Company and all its employees past and agents shall not be liable to Tenantpresent officers, Tenant’s directors, stockholders, employees, agents, assigneesparent corporations, subtenantspredecessors, licenseessubsidiaries, concessionairesaffiliates, estates, successors, assigns, benefit plans, consultants, administrators, and attorneys (hereinafter collectively referred to as “Releasees”) from any and all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, promises, demands or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, which Executive ever had or now has from the beginning of time up to the date this Release (“Release”) is executed, including, but not limited to, claims under the Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964 (and all of its amendments), the Americans with Disabilities Act, as amended, or any other federal or state statutes, all tort claims, all claims for wrongful employment termination or breach of contract, and any other claims that Executive has, had, or may have against the Releasees on account of or arising out of Executive’s employment with or termination from the Company; provided, however, that nothing contained in this Release shall in any way diminish or impair (i) any rights of Executive to the benefits conferred or referenced this Separation Agreement or the Consulting Agreement; (ii) any rights of Executive to any other person vested benefits; (iii) any rights of Executive to enforce the terms of this Separation Agreement; (iv) any rights to indemnification that may exist from time to time under the Company’s bylaws, certificate of incorporation, Louisiana law or entity otherwise; and/or (v) Executive’s ability to raise an affirmative defense in connection with any lawsuit or other legal claim or charge instituted or asserted by the Company against Executive. Without limiting the generality of the foregoing, Executive hereby acknowledges and covenants that he has knowingly waived any right or opportunity to assert any claim that is in any way connected with any employment relationship or the termination of any employment relationship which existed between the Company and Executive. Executive further understands and agrees that he has knowingly relinquished, waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for back pay, front pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses and attorneys’ fees. Nothing in this Release shall constitute a waiver of Executive’s right to file an administrative charge with the Equal Employment Opportunity Commission or other government agency authorized to handle administrative employment claims, but Executive shall not receive or accept, and waives his right to, any damage (including indirect monetary relief or remedies obtained on his behalf by any agency, organization, or other person. Executive specifically acknowledges and consequential damage)agrees that he has knowingly and voluntarily released the Company and all other Releasees from any and all claims arising under the ADEA, injury29 U.S.C. § 621, losset seq., compensation which Executive ever had or claim whatsoevernow has from the beginning of time up to the date this Release is executed, including but not limited to those claims for which are in any way connected with any employment relationship or the interruption termination of any employment relationship which existed between the Company and Executive. Executive further acknowledges and agrees that he has been advised to consult with an attorney prior to executing this Release and that he has been given twenty one (21) days to consider this Release prior to its execution. Executive also understands that he may revoke this Release at any time within seven (7) days following its execution. Executive understands, however, that this Release shall not become effective, that none of the consideration described in the Separation Agreement shall be paid to him until the expiration of the seven day revocation period and that he shall not receive any such consideration if he revokes this Release. Executive acknowledges and agrees that this Release may not be revoked at any time after the expiration of the seven-day revocation period and that he will not institute any suit, action, or loss proceeding, whether at law or equity, challenging the enforceability of this Release. Executive further acknowledges and agrees that, with the exception of an action to Tenant’s businesschallenge his waiver of claims under the ADEA, he shall not ever attempt to challenge the terms of this Release, attempt to obtain an order declaring this Release to be null and void, or institute litigation against the Company or any other Releasee based onupon a claim which is covered by the terms of the release contained herein, arising out without first repaying all monies paid to him under this Separation Agreement. Furthermore, with the exception of an action to challenge his waiver of claims under the ADEA, if Executive does not prevail in an action to challenge this Release, to obtain an order declaring this Release to be null and void, or resulting from in any cause whatsoever (except as otherwise provided in this Article)action against the Company or any other Releasee based upon a claim which is covered by the release set forth herein, including but not limited Executive shall pay to the following: repairs Company and/or the appropriate Releasee all their costs and attorneys’ fees incurred in their defense of Executive’s action. Executive waives and forever discharges any right or claim to any portion of any settlement, judgment, or other recovery as a relator under the Leased Premises which are the obligation of Tenant; interruption in the use qui tam provisions of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation False Claims Act (by Landlord, Tenant 31 U.S.C. § 3730) or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions law of any other tenants of state or territory that is similar, comparable, or equivalent to the Leased Premises or of any other person or entity; and any leakage False Claims Act in any part or portion of the Leased Premisespast, present, or from water, rain, ice or snow that may leak, intofuture lawsuit arising from, or flow fromin any way related to, any part of the Leased Premisestransactions or occurrences involving Executive including, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to, any right to data stored magnetically recover or electronically) shall be at the sole risk receive expenses, attorney’s fees, or costs under 31 U.S.C. § 3130(d), or any other provision of Tenantfederal, state or local law or regulation or in equity. Executive affirms that he has reported all compliance issues and Landlord shall not in any manner be held responsible therefor. In the event that at any time violations of federal, state and local laws or regulations or Company policy of which he had knowledge during the Lease Term Tenant shall have a claim against Landlordterm of his employment, Tenant shall not have the right to set off if any. Executive represents and acknowledges that he has no further or deduct the amount owed additional knowledge or allegedly owed to Tenant from any Rent information regarding compliance issues or possible violations of federal, state or local laws or regulations or Company policy other sums payable to Landlordthan what Executive has previously raised, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordif any.
Appears in 1 contract
Release. Landlord As of the Closing Date, each Stockholder, for itself, himself or herself, and its, his or her heirs, personal representatives, successors and assigns (collectively, the “Releasors”), hereby (a) forever fully and irrevocably releases and discharges Buyer, the Company, each of its employees respective Subsidiaries, and agents shall not be liable to Tenanteach of their respective predecessors, Tenant’s successors, direct or indirect subsidiaries and past and present stockholders, members, managers, directors, officers, employees, agents, assigneesand other representatives (collectively, subtenantsthe “Released Parties”) from any and all actions, licenseessuits, concessionairesclaims, demands, debts, agreements, obligations, promises, judgments, or to liabilities of any other person kind whatsoever in law or entity for any damage equity and causes of action of every kind and nature, or otherwise (including indirect and consequential damage)including, injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s businessdamages, based oncosts, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or resulting from any cause whatsoever related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (except as otherwise provided in this Articlecollectively, the “Released Claims”), including but and (b) irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any Proceeding against any Released Party based upon any Released Claim. Notwithstanding the preceding sentence of this Section 4.16, “Released Claims” does not limited to include, and the following: repairs to provisions of this Section 4.16 shall not release or otherwise diminish, (i) the obligations of any portion Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements, and (ii) if such Stockholder is an employee of the Leased Premises which are Company or any of its Subsidiaries, in respect of (x) the obligation of Tenant; interruption in current year’s accrued but unpaid compensation, (y) such employee’s outstanding or vested benefits under the use Employee Benefit Plans of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) Company as of the following services: heatingClosing Date, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; and (z) any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow claims that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall cannot be considered released by an eviction, actual or constructive, employee as a matter of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordLaw.
Appears in 1 contract
Sources: Merger Agreement (Allscripts Healthcare Solutions, Inc.)
Release. Landlord In consideration of the premises contained herein, the consideration to be received by each Seller pursuant to this Agreement for the sale of the goodwill of the Business, and in consideration of and as an inducement to Buyer to consummate the Contemplated Transactions, each Seller on behalf of itself and its employees Related Persons, hereby releases and agents shall forever discharges WIMC, Buyer and the Corporation, and each of their respective past, present and future officers, directors, representatives, Affiliates, stockholders, successors and assigns (in their capacities as such) (individually, a “Released Party” and collectively, “Released Parties”) from any and all claims, demands, proceedings, causes of action, Orders, obligations, Contracts, Indebtedness and Liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which such Seller or any of such Seller’s Related Persons now has, have ever had or may hereafter have against the respective Released Parties arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date, including any rights to indemnification or reimbursement from any Released Party, whether pursuant to their respective constituent documents, Contract or otherwise and whether or not be liable relating to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionairesclaims pending on, or asserted after, the Closing Date; provided that nothing contained herein shall operate to release any obligations of Buyer arising under (a) that certain Indemnification Agreement executed by the Corporation and the directors of the Corporation, dated March 29, 2007 (the “Indemnification Agreement”), or any other person obligation to indemnify directors or entity for officers set forth in (i) the Governing Documents of the Buyer or any damage of its Affiliates, or the Corporation or any of its Subsidiaries or (including indirect and consequential damage)ii) in any other agreement (collectively the “D&O Indemnification Obligations”) or (b) this Agreement or the other Transaction Documents including, injury, loss, compensation or claim whatsoever, including but not limited to, the Sellers’ rights under Article 10. Each Seller on behalf of itself and its Related Persons hereby irrevocably covenants to claims for the interruption refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any Proceeding of or loss to Tenant’s businessany kind against any Released Party, based on, arising out of or resulting from upon any cause whatsoever (except as otherwise provided in this Article), including but not limited matter purported to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordreleased hereby.
Appears in 1 contract
Sources: Stock Purchase Agreement (Walter Investment Management Corp)
Release. Landlord Buyer expressly understands and its employees agrees that except for the representations and agents warranties set forth in Section 3.1 above, and the provisions of Section 4.5(a) above and Section 5.10 below, Buyer is accepting the conveyance of the Properties and the Purchased Assets, in their “AS IS, WHERE IS” condition as of Closing, and except for any indemnification obligation identified in Article 8, Buyer shall not be liable to Tenantmake no claim against Seller, TenantSeller’s Affiliates, their officers and directors, employees, agents, assigneesattorneys, subtenantssubsidiary and affiliate companies and divisions, licensees, concessionairesand all of their successors and assigns (collectively the “Released Parties”) with respect to: (i) the Contamination; (ii) Seller’s compliance with Environmental Laws; and (iii) the environmental condition of the Properties and the Purchased Assets, or to any other person Seller’s ownership or entity operation of the Properties and the Purchased Assets. Effective upon the occurrence of the Closing, except solely as otherwise expressly provided for any damage herein, Buyer and Buyer’s Affiliates hereby release the Released Parties from ANY AND ALL CLAIMS, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM THE NEGLIGENCE (including indirect and consequential damage)INCLUDING GROSS NEGLIGENCE AND STRICT LIABILITY) AND WILLFUL MISCONDUCT, injuryOF THE RELEASED PARTIES PRIOR TO CLOSING, losswhether such claims are now existing or arising in the future, compensation foreseen or claim whatsoeverunforeseen, known or unknown, at law or in equity, including those which arise out of or relate to or result in any way from, allegedly or in fact, the condition of the Properties and the Purchased Assets, the Contamination, or the ownership or operation of the Properties and the Purchased Assets by Seller. This release shall include, but is not limited to (x) any and all claims under the Environmental Laws; (y) any and all claims for injury, death, destruction, loss or damage to the interruption person or property of or loss to TenantBuyer and Buyer’s business, based on, Affiliates arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to 1) the following: repairs to any portion environmental condition of the Leased Premises which are Properties and the obligation Purchased Assets and the improvements and the equipment on the Properties and the Purchased Assets, and (2) the existence of TenantContamination at, on, under, or migrating or originating from the Properties and the Purchased Assets; interruption in and (z) any and all Liability for further assessment, cleanup and remediation of any and all Contamination at the use Properties and the Purchased Assets. Buyer expressly assumes all such Liabilities related to all of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordforegoing.
Appears in 1 contract
Release. Landlord Effective at the Stock Sale Closing Time, each of the undersigned Selling Securityholders, on behalf of himself, herself or itself and his, her or its employees assigns, heirs, beneficiaries, representatives, agents and agents shall not be liable to TenantAffiliates (excluding any other Selling Securityholder and any portfolio companies, Tenant’s the “Releasing Parties”), hereby fully and finally releases, acquits and forever discharges the Acquired Companies and each of their present and former officers, directors, employees, agents, assigneespredecessors, subtenantssuccessors, licenseesassigns, concessionairesinsurers and attorneys (solely in their respective capacities as such, or to the “Released Parties”) (and excluding any other person Securityholders in their respective capacities as such) from any and all claims, causes of action, liabilities, losses, costs, damages, penalties, charges, expenses and all other forms of liability or entity for any damage obligation whatsoever, in law or equity, whether asserted or unasserted, known or unknown, foreseen or unforeseen (including indirect and consequential damage“Claims”), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited prior to the following: repairs Stock Sale Closing Time and relating to any portion of the Leased Premises which are Acquired Companies, the obligation of Tenant; interruption in Acquired Stock, the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant Initial Stock Sale or any other person transactions contemplated by this Agreement (collectively, the “Released Claims”); provided, however, that the Released Claims shall exclude any Claims arising from or entityrelating to or in connection with (i) of rights or obligations under this Agreement and the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment Ancillary Agreements or apparatus; the termination of this Lease arising any other agreements entered into in connection with the destruction transactions contemplated by this Agreement, (ii) any claim or right (A) to indemnification under (1) the certificate of incorporation, bylaws or other organizational documents of the Leased Premises; Acquired Companies as in effect on the date of the Initial Stock Sale or (2) any fireindemnification or similar agreement between such Selling Securityholder and any of the Acquired Companies, robberyor (B) under any director & officer policy or insurance of the Acquired Companies then in effect, theft(iii) with respect to any Selling Securityholders that were employed by any of the Acquired Companies immediately prior to the Stock Sale Closing Time, vandalismany ordinary course accrued or continuing liabilities and obligations of the Acquired Companies incurred in connection with such Selling Securityholder’s employment by such Acquired Company prior to the Stock Sale Closing Time (e.g., mysterious disappearance and/or accrued salary, vacation, expense reimbursements, benefits under Employee Plans, etc.). Each Selling Securityholder, for itself only, expressly acknowledges that the release contained herein applies to all Released Claims as defined herein, whether such Released Claims are known or unknown, and include Released Claims which if known by the Releasing Party might materially affect its decision to effect the settlement contained herein. Each Selling Securityholder, for itself only, has considered and taken into account the possible existence of such Released Claims in determining to execute and deliver this Agreement. Without limiting the generality of the foregoing, solely with respect to the Released Claims, each Selling Securityholder, for itself only, expressly waives any other casualty; and all rights conferred upon it by any statute or rule of Law that provides that a release does not extend to claims which the actions Releasing Party does not know or suspect to exist in its favor at the time of executing the release, which if known by the Releasing Party would have materially affected the Releasing Party’s settlement with the Released Parties. This Agreement constitutes a complete defense of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordall Released Claims.
Appears in 1 contract
Sources: Acquisition Agreement and Plan of Merger (Envestnet, Inc.)
Release. Landlord Effective upon the Closing, each Company Stockholder, acting solely in its capacity as a holder of Company Shares and/or Company Options, on such Company Stockholder’s own behalf and, to the greatest extent permitted by applicable Law, on behalf of each of such Company Stockholder’s heirs, successors, assigns, and management companies and general partner entities that are Affiliates of such Company Stockholder (collectively with such Company Stockholder, the “Recipient Releasors”), hereby unconditionally and irrevocably waives, releases and forever discharges Parent and its employees heirs, successors, assigns, and agents shall not be liable management companies and general partner entities that are Affiliates of Parent (collectively with Parent, the “Company Releasors”) and each of their respective successors, assigns and past, present and future directors, managers, officers and employees, and each of their respective heirs, successors and assigns, in each case in their capacity as such (collectively with the Company Releasors, the “Company Releasees”) from any and all liabilities of any kind or nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, arising on or prior to Tenantthe Closing Date from any claims relating to or arising out of such Company Stockholder’s ownership of the Company Shares and/or Company Options, Tenantthe termination of such Company Stockholder’s status as a holder of Company Shares and/or Company Options and actions taken by the Company’s officers, directors, employees, agents, assigneesattorneys, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect accountants and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising representatives in connection with the destruction negotiation, authorization, approval and recommendation of the Leased Premises; terms of the Transaction. Each Company Stockholder for itself and the other Recipient Releasors hereby irrevocably covenants to refrain from, directly or indirectly, asserting any fireclaim or demand, robberyor commencing, theftdistributing or causing to be commenced, vandalismany Action of any kind against any Company Releasees, mysterious disappearance and/or based on any of the foregoing. Notwithstanding anything to the contrary contained herein (including this Section 11.22), nothing in this Section 11.22 or any other casualty; the actions provision of this Agreement waives, restricts, prevents or precludes any other tenants Company Stockholder from exercising, any of the Leased Premises or of any other person or entity; such Company Stockholder’s rights (1) to receive and any leakage in any part or be paid its portion of the Leased PremisesPurchase Price pursuant to Section 2.3(a), on the terms and subject to the conditions set forth in, this Agreement in respect of each Company Shares and/or Company Option held by such Company Stockholder immediately prior to the Closing, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate (2) under this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored Agreement (including but not limited to data stored magnetically Section 6.5) or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordAncillary Document.
Appears in 1 contract
Sources: Stock Purchase Agreement (Church & Dwight Co Inc /De/)
Release. Landlord In consideration of being permitted to rent and its employees operate the Equipment and/or participate in a guided or self-guided tour , which are hereby acknowledged to be an inherently dangerous and risky activities, each adult Participant, on his own behalf, on behalf of all minors whose names appear below and with respect to whom said adult Participant is the legal guardian (the “Minors”), and on behalf of his/her spouse, and the legal representatives, heirs, and assigns, of him/herself and of the Minors (each of the foregoing is a “Releasor”), does hereby release, waive, and discharge all claims which may arise against Bike Chicago, the City of Chicago, the Chicago Park District, the Metropolitan Pier and Exposition Authority (MPEA), Park Concessions Management LLC, their officers, directors, managers, shareholders, members, owners, employees, and agents shall not be liable to Tenantand the successors, Tenant’s employeesassigns, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption heirs of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion each of the Leased Premises which are foregoing, (each of the obligation of Tenant; interruption foregoing is a “Releasee”) in connection with the use of the Leased Premises Equipment and/or participation in a tour (collectively, the “Released Claims”), and does hereby covenant not to ▇▇▇ the Releasees, for the Released Claims, whether arising out of the negligence of the Releasees or otherwise. Releasors agree to indemnify and hold harmless Releasees from any claim, liability, loss, damage, or cost, including attorneys’ fees, which Releasees, or any equipment therein; any accident of them, may incur directly or damage resulting from indirectly in connection with Releasors’ participation in the use Activity or operation (by LandlordReleasors’ assertion of a Released Claim, Tenant or any other person or entity) of the following services: heatingincluding, coolingwithout limitation, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising misrepresentations made in connection with the destruction rental of the Leased Premises; any fireEquipment and/or participation in a tour and the execution of this Contract and Release, robberywhether in an individual capacity, theftas guardian of a Minor, vandalismor otherwise. (Continue on Page 2) Releasors acknowledge and assume the risks of using the Equipment and/or participating in a tour, mysterious disappearance and/or any other casualty; including the actions risk of any other tenants serious bodily injury to self and others, death, and property damage, and assume full responsibility for these risks, whether due to the negligence of the Leased Premises Releasees, or of any other person or entity; and any leakage in any part or portion otherwise. The risks inherent to the use of the Leased PremisesEquipment and/or activity include, without limitation, the hazards posed by slips, falls, collisions, and drowning, due to causes including equipment failure, rough or from waterbroken pavement, rain, ice negligent or snow that may leak, into, or flow from, any part unlawful conduct of the Leased PremisesParticipant and/or other individuals, collisions with natural or from drainsman-made objects or other individuals, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability adverse weather conditions, proximity to furnish any services water which may be unpatrolled by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenantlifeguards, and Landlord shall not in encounters with animals. Releasors agree that this Release is governed by, and intended to be as broad and inclusive as permitted by, the laws of the State of Illinois (without reference to the principles of conflicts of law thereof) and that should any manner term of this Release be held responsible therefor. In invalid by a court of competent jurisdiction, the event that at any time during the Lease Term Tenant remaining provisions shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordremain effective.
Appears in 1 contract
Sources: Contract and Release
Release. Landlord In exchange for, and subject to your receipt of, the above consideration, you agree to the following terms: You hereby release and forever discharge, for you, your heirs, executors, administrators, legal representatives and assigns, the Company, its employees and agents shall not be liable to Tenantpredecessors, Tenant’s successors, assigns, officials, officers, board of directors members, employees, subsidiaries, affiliated entities, agents, assigneeslessees, subtenantsmanagers, licenseesunderwriters and insurers, concessionairesand every other person, firm, underwriter, insurer, partnership, organization or corporation, hereinafter referred to as “the Parties to be Released,” who might be, or to any other person or entity might hereafter become liable for any damage and all claims, debts, damages and causes of action of whatsoever nature, whether known or unknown, whether growing out of tort, contract, quasi-contract, compensation, employment discrimination, or otherwise, including, but not limited to, the U. S. Constitution and laws of the United States, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act (including indirect and consequential damage“ADEA”), injurythe laws of the State of any state which may provide you, lossor an heir, compensation executor, administrator, legal representative and/or assign of you, with a cause of action for damages or claim whatsoeverinjunctive relief, including but not limited to claims for the interruption to, breach of contract, liquidated damages, compensatory damages, wages, emotional or loss to Tenant’s businesspsychological damage or distress, based onpunitive damages, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article)attorney's fees, including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlordmedical and health insurance benefits, Tenant vacation benefits, penalties, interest, costs, employment, reemployment, or any other person legally or entity) equitably recoverable categories of relief which you have or may have against the Parties to be Released, their current or former officers, current or former employees, current or former managers, current or former members of the following services: heatingboard of directors, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment directly or apparatus; the termination of this Lease arising in connection indirectly connected with your employment with the destruction Company. You acknowledge that you have had a reasonable opportunity to consider this Agreement. You understand and acknowledge that the payment to you of the Leased Premises; amounts provided for herein will constitute receipt by you of consideration to which you are otherwise not entitled and that such amounts are sufficient to support this Agreement. You further acknowledge that you are not relying upon any firerepresentations, robberyassertions, theftpromises, vandalismassumed action or inaction, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; in entering into this Agreement. You acknowledge that the Parties' complete agreement is contained in this document. You are signing this Agreement knowingly and any leakage willingly and have been advised to confer regarding it with counsel of his choice. You also agree that nothing in any part or portion this Agreement is to be construed as an admission of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement liability of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordnature.
Appears in 1 contract
Sources: Separation and General Release Agreement (Frank's International N.V.)
Release. Landlord and its employees and agents shall not be liable to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except Effective as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use Effective Time, each of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation Stockholders (by Landlordpersonally and as an officer, Tenant or any other person or entity) director and/or employee of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronicallyCompany) shall be at deemed to have, on their own behalf and on behalf of their respective Affiliates and related Persons, including derivatively, to the sole risk of Tenantfullest extent legally possible, hereby completely and forever release, waive and discharge, and Landlord shall be forever precluded from asserting, any and all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities, of any kind or nature, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing in law, equity or otherwise, that the Stockholder and its respective Affiliates and related Persons, including derivatively, to the fullest extent legally possible, has, had or may have against the Company and the present or former directors, officers, employees, management, predecessors, successors, members, attorneys, accountants, underwriters, investment bankers, financial advisors, appraisers, representatives and agents of the Company acting in such capacity, that are based in whole or in part on any act, omission, transaction or other occurrence taking place on or prior to the Effective Time; provided, the provisions of this Section 5.4 shall be inapplicable to the right of the Stockholders to receive (a) the Merger Consideration; (b) the other benefits of this Agreement and the Ancillary Agreements to which the Stockholders are expressly entitled; and (c) rights to indemnification under the DGCL or the Company Charter Documents to the extent (X) such indemnification relates to a third-party claim by a Person not in an Affiliate or a Related Party of any manner be held responsible thereforStockholder and (Y) the facts underlying such claim would not give rise to a claim for indemnification against the Stockholder under this Agreement. In making this waiver, each Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which such Stockholder now believes to be true with respect to the event subject matter released herein, but agrees that at any time during it has taken that possibility into account in reaching this Agreement and as to which such Stockholder expressly assumes the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordrisk.
Appears in 1 contract
Release. Landlord (Forming a part of the terms and conditions of the transaction)
(A) By execution and delivery of this Letter of Transmittal, the undersigned hereby:
(i) acknowledges and agrees that as of the Effective Time, the undersigned, on behalf of himself, herself, or itself and his, her or its employees respective heirs, successors and agents shall not be liable to Tenantassigns, Tenant’s irrevocably, absolutely and fully releases, remises, relieves, relinquishes, waives and forever discharges the Parent, Merger Sub, the Company, the Surviving Corporation and each of their respective current and former officers, directors, employees, agents, assigneesAffiliates, subtenantsdirect and indirect equity holders, licenseeslenders, concessionairesadvisors, or to any other person or entity for any damage representatives, successors and assigns (including indirect and consequential damagecollectively, the “Released Parties”), injuryfrom any and all Losses arising from any claim which the undersigned or his, lossher or its respective heirs, compensation successors, and assigns does or may have against any of the Released Parties by virtue of his or her services or status as a NSC Stockholder, which claim whatsoever, including but not limited to claims for the interruption arises out of or loss results from actual or alleged events, actions or omissions occurring or alleged to Tenanthave occurred at or prior to the Effective Time, in each case to the fullest extent permitted by Legal Requirement, including, without limitation, in connection with the transactions contemplated by the Merger Agreement; provided, however, that the foregoing release shall not apply to or encompass (i) the right to receive compensation and benefits due but unpaid at the Effective Time, (ii) any claim the undersigned or the undersigned’s businessrepresentative may have, based onin his or her capacity as a director or officer of the Company, for indemnification, whether pursuant to an indemnification agreement, under the Company’s Organizational Documents or pursuant to applicable Legal Requirement, (iii) any claim the undersigned might have to enforce its rights under the Merger Agreement, the Escrow Agreement or this Letter of Transmittal, and (iv) any claim the undersigned might have with respect to actual or alleged events, actions or omissions occurring or alleged to have occurred after the Effective Time;
(ii) on behalf of himself, herself or itself and his, her or its respective heirs, successors and assigns, specifically waives the benefits of any Legal Requirement, which in effect provides that a general release does not extend to Losses which the creditor does not know or suspect to exist in his, her or its favor; and
(iii) on behalf of himself, herself or itself and his, her or its respective heirs, successors and assigns, specifically waives any breach by the Company or the Surviving Corporation of any provision of the Stockholders’ Agreement and irrevocably, absolutely and fully releases, remises, relieves, relinquishes, waives and forever discharges the Released Parties from any and all Losses arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article)claim which the undersigned or his, including but not limited to the following: repairs to her or its respective heirs, successors, and assigns does or may have against any portion of the Leased Premises which are Released Parties by virtue of any breach by the obligation Company or the Surviving Corporation of Tenant; interruption in the use any provision of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased PremisesStockholders’ Agreement. It further is expressly understood and agreed that the releases contained in this Section III are intended to cover and do cover all known facts and/or Losses, as well as any failure further facts and/or Losses within the scope of such released Losses not known or inability anticipated, but which may later develop or be discovered, including all the effects and consequences thereof. The undersigned, on behalf of himself, herself or itself and his, her or its respective heirs, successors and assigns, acknowledges that they may hereafter discover facts in addition to, or different from, those which they now believe to furnish any services by Landlord be true with respect to the subject matter of the Losses released in this Letter of Transmittal, but agree that they have taken that possibility into account in executing and delivering this Letter of Transmittal, and that the releases given in this Letter of Transmittal shall not be considered an eviction, actual and remain in effect notwithstanding the discovery or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement existence of any Rent payable hereunder. Any goodssuch additional or different facts, property or personal effects stored or placed by Tenant, its employees or agents in or about as to which the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at undersigned expressly assumes the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordrisk.
Appears in 1 contract
Sources: Merger Agreement (Amsurg Corp)
Release. Landlord (a) Executive acknowledges, understands and agrees that (i) he has no knowledge (actual or otherwise) of any complaint, claim or action that he may have against Employer and its employees and agents shall not be liable to Tenantowners, Tenant’s stockholders, predecessors, successors, assigns, directors, officers, employees, agentsdivisions, assigneessubsidiaries, subtenantsaffiliates (and directors, licenseesofficers and employees of such companies, concessionairesdivisions, subsidiaries and affiliates) and all persons acting by, through, under or in concert with any of them (collectively, the “Releasees”), or to any other person or entity for of them; (ii) Executive hereby irrevocably and unconditionally waives, releases, settles (gives up), acquits and forever discharges the Releasees from any damage and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including indirect attorneys’ fees and consequential damage), injury, loss, compensation or claim costs actually incurred) of any nature whatsoever, including known or unknown, suspected or unsuspected, including, but not limited to to, any claims for the interruption salary, salary increases, alleged promotions, expanded job responsibilities, constructive discharge, misrepresentation, bonuses, equity awards of any kind, severance payments, unvested retirement benefits, vacation entitlements, benefits, moving expenses, business expenses, attorneys’ fees, any claims which he may have under any contract or loss to Tenant’s businesspolicy (whether such contract or policy is written or oral, based onexpress or implied), rights arising out of alleged violations of any covenant of good faith and fair dealing (express or resulting from any cause whatsoever (except as otherwise provided in this Articleimplied), including but not limited any tort, any legal restrictions on Employer’s right to the following: repairs to terminate employees, and any portion claims which he may have based upon any Federal, state or other governmental statute, regulation or ordinance, including, without limitation, Title VII of the Leased Premises which are Civil Rights Act of 1967, as amended, the obligation Federal Age Discrimination In Employment Act of Tenant; interruption in 1967, as amended (“ADEA”), the use Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Leased Premises or any equipment therein; any accident or damage resulting from American with Disabilities Act, as amended (“ADA”), the use or operation Civil Rights Act of 1991, as amended, the Rehabilitation Act of 1973, as amended, the Older Workers Benefit Protection Act, as amended (by Landlord“OWBPA”), Tenant or any other person or entity) the Worker Adjustment Retraining and Notification Act, as amended (“WARN”), the Occupational Safety and Health Act of 1970 (“OSHA”), the following services: heatingFamily and Medical Leave Act of 1993, coolingas amended (“FMLA”), electricalthe New York State Human Rights Law, sewerageas amended, waterthe New York Labor Act, communicationsas amended, data transmissionthe New York Equal Pay Law, plumbing equipment or apparatus; as amended, the termination New York Civil Rights Law, as amended, the New York Rights of this Lease arising in connection with the destruction of the Leased Premises; any firePersons With Disabilities Law, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenantas amended, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during New York Equal Rights Law, as amended, the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (“SOX”), and Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), that Executive now has, or has ever had, or ever shall have, against each or any of the Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of Executive’s sole remedy for recovering upon execution hereof that, in each case, directly or indirectly arise out of, relate to, or are connected with, Executive’s services to, or employment by Employer (any of the foregoing being a claim “Claim” or, collectively, the “Claims”); and (iii) Executive will not now, or in the future, accept any recovery (including monetary damages or any form of personal relief) in any forum, nor will he pursue or institute any Claim against any of the Releasees, except that Executive shall be free to institute an independent action accept any monetary award offered by the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934.
(b) Notwithstanding the foregoing, Executive has not waived and/or relinquished any rights he may have to file any Claim that cannot be waived and/or relinquished pursuant to applicable laws, including the right to file a charge or participate in any investigation with the Equal Employment Opportunity Commission or any other governmental or administrative agency that is responsible for enforcing a law on behalf of the government. Executive also acknowledges and understands that because Executive is waiving and releasing all Claims for monetary damages and any other form of personal relief per paragraph 1(a) (except for such monetary damages expressly excluded from such waiver as described in paragraph 1(a)), Executive may only seek and receive non-personal forms of relief through any such Claim. Moreover, this General Release shall not apply to (i) any of the obligations of Employer or any other Releasee under the Agreement, or under any benefit plans, contracts, documents or programs described or referenced in the Agreement, (ii) any rights Executive may have to obtain contribution or indemnity against LandlordEmployer or any other Releasee pursuant to contract, Employer’s certificate of incorporation and by-laws or otherwise, (iii) any Claim for reimbursement of ordinary and necessary business expenses incurred by the Executive during the course of the Executive’s employment, and (iv) any claims brought in connection with the Executive’s capacity as a shareholder of the Employer.
Appears in 1 contract
Release. Landlord (a) Effective on and as of the Closing, each Seller, for itself and its employees Affiliates and agents shall not be liable to Tenantits and their respective successors and assigns, Tenant’s hereby unconditionally and irrevocably releases, waives and forever discharges Buyer and each Company and their respective Affiliates and their respective agents, employees, agentsrepresentatives, assigneesofficers, subtenantsdirectors, licenseesmanagers, concessionairespast and present, or to any other person or entity for any damage and the heirs, successors and assigns of all of the foregoing (including indirect and consequential damagecollectively, the “Seller Released Parties”), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause and all debts, liabilities, claims, demands, losses, actions and causes of action, suits, judgments and controversies of any kind whatsoever (except as otherwise provided in this Article)whether known or unknown, including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises contingent or any equipment therein; any accident fixed, accrued or damage resulting from the use or operation (by Landlord, Tenant or any other person or entityunaccrued) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with or otherwise related to the destruction Companies or their respective businesses (other than claims by Sellers for indemnification which such Seller is entitled to make pursuant to ARTICLE XI or for any liabilities or obligations of Buyer under this Agreement or for any agreements or arrangements that this Agreement expressly provides will continue after Closing or with respect to the Formosa Claim (for the avoidance of doubt, Sellers acknowledge that the Formosa Claim is an Excluded Liability and subject to Sellers’ indemnity obligations in Section 11.2)) (collectively, the “Seller Released Claims”) that such Seller has or claims to have now or arising in the future out of events or circumstances accruing on or before the Closing Date against any or all of Seller Released Parties. Each Seller further agrees not to file or bring any claim, suit, action, complaint or arbitration with respect to any Seller Released Claim and each Seller agrees to indemnify, defend and hold harmless the Seller Released Parties from any Seller Released Claims brought by Seller or its Affiliates (other than the Companies).
(b) Effective on and as of the Leased Premises; Closing, Buyer, for itself and its Affiliates (including the Companies) and its and their respective successor and assigns, hereby unconditionally and irrevocably releases, waives and forever discharges each Seller and their respective Affiliates and their respective agents, employees, representatives, officers, directors, managers, past and present, and the heirs, successors and assigns of all of the foregoing (collectively, the “Buyer Released Parties”), from any fireand all debts, robberyliabilities, theftclaims, vandalismdemands, mysterious disappearance and/or any other casualty; the losses, actions and causes of action, suits, judgments and controversies of any kind whatsoever (whether known or unknown, contingent or fixed, accrued or unaccrued) in connection with or otherwise related to the Companies or their respective businesses (other tenants than claims by Buyer for indemnification which Buyer is entitled to make pursuant to ARTICLE XI or for any liabilities or obligations of Sellers under this Agreement or for any agreements or arrangements that this Agreement expressly provides will continue after Closing) (collectively, the “Buyer Released Claims”) that Buyer has or claims to have now or arising in the future out of events or circumstances accruing on or before the Closing Date against any or all of Buyer Released Parties. Buyer further agrees not to file or bring any claim, suit, action, complaint or arbitration with respect to any Buyer Released Claim and Buyer agrees to indemnify, defend and hold harmless the Buyer Released Parties from any Buyer Released Claims brought by any of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordSeller Released Parties.
Appears in 1 contract
Sources: Partnership Interest Purchase and Sale Agreement (Crosstex Energy Lp)
Release. Landlord (a) Each Major Stockholder acknowledges that Tekelec has required that, as a condition to Tekelec entering into the Merger Agreement and its employees and agents the transactions contemplated thereby, each Major Stockholder must enter into this Agreement. Notwithstanding the foregoing, however, this Agreement shall not be liable to Tenanteffective until the Effective Time.
(b) Upon the Effective Time, Tenant’s each Major Stockholder hereby unconditionally and irrevocably agrees to, and does, remise, release and forever discharge the Company, its parent companies, affiliates and subsidiaries, Tekelec, its affiliates and subsidiaries, the stockholders and owners of each of the foregoing, and the directors, officers, employees, agents, assigneesrepresentatives, subtenantsheirs, licenseesadministrators, concessionairespredecessors, attorneys, successors and assigns of each of the foregoing, in each case now or hereafter existing (the "Releasees"), from any and all liabilities, claims, demands, actions, causes of action, debt, account, bond, judgments, suits, interest, penalties, expenses, and/or litigation costs, including reasonable attorneys' fees, expert fees, and appellate fees and costs, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, which arise or have arisen, or the basis for which occurs or has occurred, at or prior to the Effective Time (collectively, "Claims").
(c) Each Major Stockholder affirms that the matters covered by Section 4(b) include, without limitation, (i) any Claims under the securities or other person laws of the United States, any state or entity territory thereof, or any foreign jurisdiction, relating to the sale of any of the Company's securities to, or ownership of any of the Company's securities by, such Major Stockholder, (ii) any Claims challenging or disputing the validity, enforceability, binding effect or legality of the Documents, and (iii) any Claims for breach of fiduciary duty arising from any damage actions or inactions at or prior to the Effective Time, including, without limitation, related to the Merger and the related transactions contemplated by the Documents.
(including indirect d) Upon the Effective Time, each Major Stockholder does not remise, release or discharge the Releasees from (i) their covenants, agreements and consequential damage)obligations under the Documents, injurywhether such covenants, lossagreements and obligations are required to be performed or otherwise arise prior to, compensation at or claim whatsoeverafter the Effective Time, including but or (ii) any action or inaction after the Effective Time.
(e) Each Major Stockholder agrees that nothing in this Release is an admission by either such Major Stockholder or any Releasee of any wrongdoing, either in violation of an applicable law or otherwise, and that nothing in this Agreement is to be construed as such by any Person. Each Major Stockholder further acknowledges that he, she or it understands this Release, the claims he, she or it is releasing, the promises and agreements he, she or it is making, and the effect of his signing this Release. This Release shall be construed and governed by the laws of the State of Delaware applicable to contracts executed and performed entirely within such state.
(f) Each Major Stockholder hereby waives the benefit of any statute or rule of law which, if applied to this Release, would exclude from its binding effect any Claim against the Releasees not limited now known by such Major Stockholder to exist. This Agreement is intended to be a general release and a covenant not to ▇▇▇ that extinguishes all Claims released above and precludes any attempt by any Major Stockholder to initiate any litigation against the Releasees with respect to the Claims released above. If any Major Stockholder commences any Claim in violation of this Agreement, the Releasees shall be entitled to assert this Agreement as a complete bar. This Agreement is binding on the Major Stockholders and their respective heirs, legal representatives, successors, and assigns, in their own right, and in the rights of others.
(g) Solely with respect to the Claims released hereunder, each Major Stockholder expressly waives and relinquishes to the fullest extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides: A general release does not extend to claims for which the interruption 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.
(h) Each Major Stockholder hereby acknowledges that he, she or loss it has been advised to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as consult with an attorney before executing this Agreement and otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction Merger and all actions contemplated by the Documents and the Merger and the related transactions contemplated by the Documents and that such Major Stockholder has done so or, after careful reading and consideration has chosen not to do so of such Major Stockholder's own volition. Each Major Stockholder hereby acknowledges that he, she or it has signed this Release knowingly and voluntarily and with the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions advice of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability counsel retained to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant advise such Major Stockholder with respect to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordit.
Appears in 1 contract
Release. Landlord By its execution hereof and in consideration of the terms herein and other accommodations granted to the Loan Parties hereunder, each Loan Party, on behalf of itself and each of its Subsidiaries, and its employees or their successors, assigns and agents shall not be liable agents, hereby expressly forever waives, releases and discharges any and all claims (including cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Claims”) any of them may, as a result of actions or inactions occurring on or prior to Tenantthe Amendment No. 3 Effective Date, Tenant’s employeeshave or allege to have as of the date of this Amendment or at any time thereafter (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against the Agent or any Lender, their respective affiliates, agents, assigneesprincipals, subtenantsmanagers, licenseesmanaging members, concessionairesmembers, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, attorneys, consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors and administrators of each of the foregoing (collectively, the “Released Parties”) arising out of, or to relating to, this Amendment, the Credit Agreement, the other Loan Documents and any other person or entity for any damage (including indirect all of the actions and consequential damage), injury, loss, compensation transactions contemplated hereby or claim whatsoeverthereby, including but not limited to claims for the interruption any actual or alleged performance or non-performance of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are Released Parties hereunder or under the obligation of Tenant; interruption in Loan Documents (the use “Released Matters”). In entering into this Amendment, each Loan Party expressly disclaims any reliance on any representations, acts, or omissions by any of the Leased Premises or any equipment therein; any accident or damage resulting from Released Parties and hereby agrees and acknowledges that the use or operation (by Landlord, Tenant or any other person or entity) validity and effectiveness of the following services: heatingreleases set forth above does not depend in any way on any such representation, coolingacts and/or omissions or the accuracy, electricalcompleteness, sewerage, water, communications, data transmission, plumbing equipment or apparatus; validity thereof. The provisions of this Section 11 shall survive the termination of this Lease arising Amendment and the Loan Documents and the payment in connection with the destruction full in cash of all Obligations of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants Loan Parties under or in respect of the Leased Premises or of any Credit Agreement and other person or entity; Loan Documents and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or all other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordamounts owing thereunder.
Appears in 1 contract
Sources: Credit Agreement (Team Inc)
Release. Landlord (a) Lender hereby releases and its employees forever discharges Original Borrower and agents Original Guarantor from any and all causes of action, suits, liabilities, debts, damages, controversies, agreements, trespasses, judgments, executions, demands and claims of any nature whatsoever, whether in law or equity, whether known or unknown, whether primary or secondary, and any and all rights, duties, liabilities and obligations, whether presently enforceable or enforceable in the future, by reason of any matter or cause which directly or indirectly is based on or related to, arises out of, or is in any way connected with the Loan, the Original Loan Documents or Original Borrower's or Original Guarantor's performance under the Original Loan Documents; provided, however, that neither Original Borrower nor Original Guarantor shall not be liable released from any recourse liability under SECTION 18 of the Note (and original Grantor's corresponding obligations under the Original Guaranty), or any liability arising under the Original Environmental Indemnity that has heretofore accrued or could be based on any event which has occurred or any state of affairs that existed prior to Tenantor as of the date hereof, Tenant’s employeesincluding, without limitation, any liability relating to the potential claim by Verizon regarding contamination of surface water or groundwater in the immediate vicinity of the Property.
(b) Original Borrower and Original Guarantor hereby release and forever discharge Lender and all of Lender's successors and assigns, agents, assigneesattorneys and employees from any and all causes of action, subtenantssuits, licenseesliabilities, concessionairesdebts, damages, controversies, agreements, trespasses, judgments, executions, demands and claims of any nature whatsoever, whether in law or equity, whether known or unknown, whether primary or secondary, and any and all rights, duties, liabilities and obligations, whether presently enforceable or enforceable in the future, by reason of any matter or cause which directly or indirectly is based on or related to, arises out of, or to is in any other person or entity for any damage (including indirect and consequential damage)way connected with the Transfer, injurythe Assumption, lossthe Loan, compensation or claim whatsoeverthe Loan Documents, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion Lender's administration of the Leased Premises which are Loan, or Lender's performance under the obligation of TenantLoan Documents; interruption in provided, however, that the use of the Leased Premises foregoing release shall not preclude Original Borrower or any equipment therein; any accident or damage resulting Original Grantor from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage asserting good faith defenses that otherwise would have been available to them in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, actions brought by Lender to enforce any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability recourse liability not released by Lender pursuant to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronicallySECTION 13(a) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordabove.
Appears in 1 contract
Sources: Assumption, Consent and Loan Modification Agreement (BioMed Realty Trust Inc)
Release. Landlord Effective as of the OP Merger Effective Time, the undersigned, for itself and on behalf of each of its employees Affiliates (other than BRE), and agents shall not be liable to Tenantsuch Affiliates’ heirs, Tenant’s personal representatives, executors, administrators, trustees, family members, successors, and assigns (collectively, the “Holder Releasing Parties”), hereby releases and forever discharges BRE, BNL, BNL OP, each of their Affiliates, and each of their respective past, present and future stockholders, members, controlling persons, managers, directors, officers, employees, agents, assigneesrepresentatives, subtenantsdebt holders, licenseessuccessors, concessionairesand assigns (individually, a “BNL Releasee” and collectively, the “BNL Releasees”) from any and all Proceedings, orders, Contracts, debts, and Liabilities whatsoever, whether known or to any other person unknown, suspected or entity for any damage unsuspected, both at Law and in equity (including indirect and consequential damagecollectively, “Claims or Rights”), injurywhich the Holder Releasing Parties now have, loss, compensation have ever had or claim whatsoever, including but not limited may hereafter have against the respective BNL Releasees arising contemporaneously with or prior to claims for the interruption OP Merger Effective Time (a) on account of or loss to Tenant’s business, based on, arising out of the organization, management or resulting from operation of the businesses of BRE or any of its Subsidiaries relating to any matter, cause whatsoever (except as otherwise provided in this Article), including but not limited or event occurring contemporaneously with or prior to the following: repairs to any portion OP Merger Effective Time or (b) on account of or arising out of the Leased Premises which are the obligation of Tenant; interruption in the use undersigned’s direct or indirect ownership of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant Units or any other person Equity Securities of BRE (including any Claim that the allocation of Merger Consideration or entity) the Aggregate Earnout Consideration among the various classes of Units does not comply with the BRE LLCA); provided, that nothing contained herein shall operate to release Claims or Rights of the following services: heatingHolder Releasing Parties (or to release or preclude enforcement of Claims or Rights of the Holder Releasing Parties) (i) arising under the Merger Agreement or any Ancillary Agreement or this Election Form; or (ii) if the Holder Releasing Party was an employee or service provider of BRE or any of its Subsidiaries prior to the OP Merger Effective Time, coolingarising from accrued but unpaid compensation (whether in bonus, electricalsalary or otherwise) and/or benefits, sewerageother than equity-based or equity-related compensation or benefits; or (iii) for indemnification, water, communications, data transmission, plumbing equipment exculpation or apparatusadvancement of expenses pursuant to the organizational documents of BRE and its Subsidiaries; or (iv) for reimbursement of business expenses incurred in the termination ordinary course of this Lease arising business in connection accordance with the destruction policies and past practices of BRE and its Subsidiaries and which is owing to the undersigned as of the Leased Premises; OP Merger Effective Time. The undersigned hereby irrevocably covenants to refrain from, directly or indirectly, asserting any fireclaim or demand or commencing, robbery, theft, vandalism, mysterious disappearance and/or instituting or causing to be commenced any other casualty; the actions Proceeding of any other tenants of the Leased Premises or of kind against any other person or entity; and BNL Releasee based upon any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability matter purported to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordreleased hereby.
Appears in 1 contract
Release. Landlord (a) Effective as of the Closing, each of the Former Holders, on the Former Holder’s own behalf and its employees on behalf of anyone claiming by, through or under the Former Holder (including their respective heirs, legal representatives, successors and agents shall not be liable assigns) (each a “Seller Releasor”), hereby irrevocably releases, acquits and forever discharges, to Tenantthe fullest extent permitted by law, Tenant’s each of Parent and the Surviving Company, each of the past, present and future direct and indirect owners of the foregoing, and each of the past, present and future general partners, directors, managers, officers, employees, agents, assigneesrepresentatives and advisors (each a “Parent Releasee”) of, subtenants, licensees, concessionaires, or from and against any and all Actions and liabilities to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, extent arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article), including but not limited relating to the following: repairs to any portion direct or indirect ownership of the Leased Premises which are the obligation of Tenant; interruption equity interests in the use Company and its Subsidiaries (collectively “Matters”) which such Seller Releasor ever had, now has or may have on or by reason of the Leased Premises any matter, cause or any equipment therein; any accident or damage resulting thing whatsoever from the use or operation (by Landlord, Tenant or any other person or entity) beginning of time through the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased PremisesClosing. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that Each Seller R▇▇▇▇▇▇’s sole remedy ▇ agrees not to, and agrees to cause its respective controlled Affiliates not to, assert any such Matter against the Parent Releasees. Notwithstanding the foregoing, each Seller Releasor retains, and does not release (i) its rights and interests under the terms of this Agreement or any of the other Merger Documents, (ii) any right (A) to insurance or indemnification, advancement or exculpation, to the extent required to be preserved in accordance with this Agreement, (B) to compensation or benefits as an employee or other individual service provider to the Company or any of its Subsidiaries, (C) that cannot be waived as a matter of Law, including those arising under workers’ compensation and unemployment Laws or (iii) any claim for recovering upon Fraud.
(b) Effective as of the Closing, each of Parent, the Surviving Company and their respective Subsidiaries, on its own behalf and on behalf of anyone claiming by, through or under it (including their respective heirs, legal representatives, successors and assigns) (each a “Parent Releasor”), hereby irrevocably releases, acquits and forever discharges, to the fullest extent permitted by law, each of the Former Holders, each of the past, present and future direct and indirect owners of the foregoing, and each of the past, present and future general partners, directors, managers, officers, employees, agents, representatives and advisors of any of the foregoing (each a “Seller Releasee”) from and against any and all Actions and liabilities to the extent arising out of or relating to any Matters which such Parent Releasor ever had, now has or may have from the beginning of time through the Closing. Each Parent Releasor agrees not to, and agrees to cause its respective controlled Affiliates not to, assert any such Matter against the Seller Releasees. Notwithstanding the foregoing, each Parent Releasor retains, and does not release (i) its rights and interests under the terms of this Agreement or any of the other Merger Documents, (ii) its rights and interests under the terms of any employment contract or other contract or Plan to which a Former Holder and the Surviving Company or one of its Subsidiaries are bound, (iii) any right that cannot be waived as a matter of Law, or (iv) any claim shall be to institute an independent action against Landlordfor Fraud.
Appears in 1 contract
Sources: Merger Agreement (QXO, Inc.)
Release. Landlord (a) JPMC represents, and its employees ▇▇▇▇▇▇▇ acknowledges, that the payments and agents shall not benefits provided to ▇▇▇▇▇▇▇ under this Agreement exceed in the aggregate those to which he otherwise would be liable to Tenantentitled as of the date of this Agreement.
(b) In consideration of JPMC entering this Agreement, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to ▇▇▇▇▇▇▇ hereby releases and gives up any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to all claims for the interruption of or loss to Tenant’s business, based on, and rights arising out of or resulting from relating to his employment with the Firm or the termination thereof (collectively, “Released Claims”) that he has or may have against JPMC or any cause whatsoever of its affiliates, or against any present or former employee, agent, officer, director, shareholder, member, principal, successor, assign, trustee, heir, administrator, executor or representative or any of the foregoing (except as otherwise provided in this Articlecollectively, the “Releasees”), including but not limited up to the following: repairs to any portion of the Leased Premises which are the obligation of Tenantdate ▇▇▇▇▇▇▇ signs this Agreement; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlordprovided, Tenant or any other person or entity) of the following services: heatinghowever, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; that JPMC acknowledges and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood agrees that ▇▇▇▇▇▇▇ is not releasing the Releasees from: (i) any rights or entitlements arising under or preserved by this Agreement; (ii) payment of any and all benefits and/or monies earned, accrued, vested or otherwise owing, if any, to ▇▇▇▇▇▇▇ under the terms of JPMC’s sole remedy retirement, savings incentive and/or deferred compensation plans or co-investment partnerships (except that ▇▇▇▇▇▇▇ hereby releases and waives any claims that his termination was to avoid payment of such benefits or payments, and that, as a result of his termination, he is entitled to additional benefits or payments); (iii) any rights to post-employment participation under the terms of any welfare benefit plan sponsored by the Firm to the extent provided by governing law or the terms of such plan as in effect from time to time; or (iv) any rights that cannot be waived under applicable governing law. This Section 11(b) releases all of ▇▇▇▇▇▇▇’ claims to the extent set forth in the immediately preceding sentence, including claims of which ▇▇▇▇▇▇▇ is not aware and claims not specifically mentioned in this release, and, to the extent set forth in the immediately preceding sentence, applies to all of ▇▇▇▇▇▇▇’ claims arising from or relating to any act, omission, occurrence or event that has happened up to the date that ▇▇▇▇▇▇▇ signs this Agreement, including, but not limited to, claims:
(i) relating to the terms and conditions of ▇▇▇▇▇▇▇’ employment with the Firm, or the cessation of employment with the Firm;
(ii) relating to discrimination on the basis of age, alienage, citizenship, creed, disability, gender, handicap, marital status, national origin, race, religion, sex, or sexual orientation;
(iii) arising under: Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act, 29 U.S.C. §621 et seq., as amended; the Equal Pay Act; the Rehabilitation Act of 1973; the Americans with Disabilities Act; the Family and Medical Leave Act; and any other federal, state or local statute, ordinance, rule, regulation or order relating to employment;
(iv) arising under the laws of the United Kingdom;
(v) based on common law;
(vi) for recovering upon whistle-blowing, libel, slander or defamation;
(vii) for wages, bonus, compensation, expense reimbursement, vacation, compensatory time, severance, fees, benefits or any other sum of money or thing of value whatsoever; and
(viii) for attorney’s fees, costs, disbursements and the like.
(c) Contemporaneously with execution of this Agreement, ▇▇▇▇▇▇▇ will execute the U.K. Compromise Agreement attached as Exhibit E, which is incorporated into this Agreement by reference.
(d) As of the date ▇▇▇▇▇▇▇ signs this Agreement, ▇▇▇▇▇▇▇ represents that he has no physical or mental disability resulting from his employment with JPMC which would form the basis for a Workers’ Compensation claim shall against the Firm.
(e) ▇▇▇▇▇▇▇ agrees that he has not and will not file or cause to be filed any charge, claim, lawsuit or legal proceeding based on any claim released under Section 11(b) above that seeks personal, equitable or monetary relief for ▇▇▇▇▇▇▇ in connection with any matter occurring at any time in the past concerning ▇▇▇▇▇▇▇’ employment relationship with the Firm, up to institute and including the date of this Agreement or involving any continuing effects of any acts or practices which may have arisen or occurred on or prior to the date of this Agreement; provided, however, that the foregoing does not affect any right to file an independent action administrative charge with the Equal Employment Opportunity Commission (“EEOC”), subject to the restriction that if any such charge is filed, ▇▇▇▇▇▇▇ agrees that should he or any other person, organization, or other entity file, charge, claim, ▇▇▇ or cause or permit to be filed any charge, civil action, suit or legal proceeding, with the EEOC or otherwise, against LandlordJPMC involving any matter occurring at any time in the past, ▇▇▇▇▇▇▇ will not seek or accept any personal relief (including, but not limited to, monetary award, recovery, relief or settlement) in such charge, civil action, suit or proceeding to the extent that such relief is based on any claim released under Section 11(b) above.
Appears in 1 contract
Release. Landlord (a) Each of Borrower and each Guarantor hereby acknowledges and agrees that as of April 23, 2010, the aggregate outstanding principal amount of the Advances and the Term Loan owing under the Credit Agreement was $189,623,057.45 and that such principal amount is payable pursuant to the Credit Agreement as modified hereby without defense, offset, withholding, counterclaim, or deduction of any kind. Each Guarantor hereby further acknowledges and agrees that all of such principal amount constitutes Guarantied Obligations (as defined under the Guaranty).
(b) Each of Borrower and each Guarantor hereby affirms, agrees, and represents that, pursuant to the Loan Documents, it has granted to the Agent, as security for the Obligations (including obligations under this Agreement and the Credit Agreement, as modified hereby, but excluding, in the case of Liens in and to Real Property, the Bank Product Obligations), a first-priority, perfected security interest and Lien in and to all its employees rights with respect to substantially all of its assets, which security interests and agents shall not be liable Liens are validly created, perfected, and first-priority security interests and Liens, subject only to TenantPermitted Liens.
(c) As of the date hereof, Tenant’s each of Borrower and each Guarantor, its successors in title, legal representatives, and assignees and, to the extent the same is claimed by right of, through, or under each of Borrower and each Guarantor, for its past, present, and future employees, agents, representatives, officers, directors, shareholders, and trustees, do hereby and shall be deemed to have forever remised, released, and discharged the Lender Group, and Lender Group’s respective successors in title, legal representatives, and assignees, subtenantspast, licenseespresent, concessionairesand future officers, directors, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys, and other professionals and all other persons and entities to whom any member of the Lender Group would be liable if such persons or entities were found to any other person or entity for any damage be liable to each of Borrower and each Guarantor (including indirect and consequential damagecollectively hereinafter, the “Lender Parties”), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any and all manner of action and actions, cause whatsoever (except as otherwise provided in this Article)and causes of action, including but not limited to the following: repairs to any portion claims, charges, demands, counterclaims, suits, debts, dues, sums of the Leased Premises which are the obligation money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, expenses, executions, liens, claims of Tenant; interruption in the use liens, claims of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlordcosts, Tenant penalties, attorneys’ fees, or any other person compensation, recovery or entity) relief on account of the following services: heatingany liability, coolingobligation, electricaldemand or cause of action of whatever nature relating to, seweragearising out, water, communications, data transmission, plumbing equipment of or apparatus; the termination of this Lease arising in connection with the destruction Credit Agreement or any other Loan Document, including, but not limited to, acts, omissions to act, actions, negotiations, discussions, and events resulting in the completed documentation and execution of this Agreement, as, among, Borrower and each Guarantor and the Lender Parties, such claims whether now accrued and whether now known or hereafter discovered, from the beginning of time through the date hereof.
(d) Each of Borrower and each Guarantor hereby knowingly, voluntarily, intentionally, and expressly waives and relinquishes any and all rights and benefits that it may have under Section 1542 of the Leased Premises; any fireCalifornia Civil Code, robbery, theft, vandalism, mysterious disappearance and/or or any other casualty; the actions similar provision of any other tenants jurisdiction, as against the Lender Parties. Section 1542 of the Leased Premises or Civil Code of any other person or entity; and any leakage in any part or portion California provides: 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.
(e) As of the Leased Premisesdate hereof, each of Borrower and each Guarantor hereby acknowledges that the foregoing waiver of the Section 1542 of the California Civil Code was separately bargained for. As of the date hereof, each of Borrower, Parent and each other Guarantor knowingly, voluntarily, intentionally, and expressly waives any and all rights and benefits conferred by Section 1542, or from water, rain, ice or snow that may leak, into, or flow from, by any part law of the Leased Premisesany state or territory of the United States or any foreign country or principle of common law that is similar or analogous to Section 1542 and agrees and acknowledges that this waiver is an essential term of this Agreement, or from drains, pipes or plumbing fixtures in without which the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall consideration would not have been given by the right Lender Group to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordBorrower and each Guarantor.
Appears in 1 contract
Release. Landlord (a) For and its employees in consideration of the amounts to be paid to the Shareholders under this Agreement at the Closing, and agents shall not be liable to Tenantin consideration of the other covenants and promises hereunder, Tenanteach of the Shareholders, on behalf of themselves and their successors, assigns, heirs and beneficiaries (each a “Releasor”), hereby fully and finally releases, acquits and forever discharges Buyer, the Company and Buyer’s employeesand the Company’s current and prior shareholders, agentsAgents, assigneesAffiliates and predecessors, subtenantssuccessors and assigns, licenseesin their respective capacities (collectively, concessionairesthe “Released Parties”), from any and all actions, debts, claims, counterclaims, demands, liabilities, damages, causes of action, costs, expenses, royalties, and compensation of every kind and nature whatsoever, at law or in equity, whether known or unknown (collectively, “Claims”), that such Releasor had, has, or may have had at any time in the past until and including the date hereof against any of the Released Parties solely to any other person the extent involving, or entity for any damage (including indirect and consequential damage)that may be asserted or exercised by a Shareholder in such Shareholder’s capacity as a shareholder of the Company; provided, injuryhowever, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided that nothing in this Article)release shall be construed to release, including but not limited acquit or discharge any Claims or rights that such Shareholder had, has or may have under (i) this Agreement and the Ancillary Agreements to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising such Shareholder is a party in connection with the destruction Transactions, (ii) any rights, claims or entitlements to any fees, salary, bonuses, other compensation earned or accrued prior to the date hereof by or for the benefit of Releasor in respect of services performed by Releasor as a director, employee, officer, advisor or consultant of the Leased Premises; Company prior to the date hereof, (iii) any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions indemnification rights of any other tenants Shareholders as members or managers of the Leased Premises Company under the Articles, any indemnification agreement listed in the Disclosure Schedule or of Subsidiary Organizational Documents, or any other person amounts recoverable under the Company’s directors and officers professional liability policy. or entity; and (iv) any leakage in any part or portion employee benefit arrangements of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordCompany.
Appears in 1 contract
Release. Landlord Each Major Vendor, on behalf of such Major Vendor and each of such Major Vendor’s heirs, representatives, successors, and assigns, hereby RELEASES AND FOREVER DISCHARGES Purchaser and each of its employees and agents shall not be liable to Tenantofficers, Tenant’s directors, employees, agents, assigneesstockholders, subtenantscontrolling persons, licenseesrepresentatives, concessionairesAffiliates, successors, assigns, and each member of the Group (individually, a “Releasee” and collectively, “Releasees”) from any and all Claims, Actions, Orders, Losses, Liabilities, and Contracts whatsoever, whether known or unknown, suspected or unsuspected, both at Law and in equity, which such Major Vendor or any of such Major Vendor’s respective heirs, representatives, successors, or assigns now has, has ever had or may hereafter have against the respective Releasees arising contemporaneously with or prior to any other person the Closing Date or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption on account of or loss to Tenant’s business, based on, arising out of any matter, cause or resulting event occurring contemporaneously with or prior to the Closing Date including any rights to indemnification or reimbursement from any cause whatsoever (except as otherwise provided in this Article), including but not limited to the following: repairs to any portion member of the Leased Premises which are Group, whether pursuant to their respective organizational documents, Contract or otherwise and whether or not relating to Claims or Actions pending on, or asserted after, the obligation Closing Date; provided, however, that nothing contained herein shall operate to release any obligations of Tenant; interruption in Purchaser arising under this Agreement and the use Ancillary Agreements or to prohibit any Major Vendor who is also a director or officer of any member of the Leased Premises or any equipment therein; any accident or damage resulting Group from the use or operation (by Landlordasserting a claim for indemnification for third party claims. Each Major Vendor, Tenant or any other person or entity) on behalf of such Major Vendor and each of such Major Vendor’s heirs, representatives, successors and assigns, and each member of the following services: heatingGroup, coolinghereby irrevocably covenants to refrain from, electricaldirectly or indirectly, sewerageasserting any Claim or Action, wateror commencing, communicationsinstituting, data transmissionor causing to be commenced, plumbing equipment any Claim or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fireAction, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of kind against any other person or entity; and Releasee, based upon any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability matter purported to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordreleased hereby.
Appears in 1 contract
Release. Landlord Effective as of the Closing Date, each of the Shareholders on his own behalf and its employees on behalf of his past, present or future affiliates, agents, attorneys, heirs, beneficiaries, representatives, successors and agents shall not be liable to Tenantassigns (collectively, Tenant’s the “Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASES and FOREVER DISCHARGES the Corporation and the Buyer and each of their respective past, present or future parent entities, divisions, affiliates, subsidiaries, shareholders, members, partners, limited partners, and their respective present and former directors, managing directors, officers, control persons, shareholders, employees, agents, assigneesattorneys, subtenantsadministrators, licenseesrepresentatives, concessionairessuccessors and assigns (collectively, the “Released Parties”) from any and all claims, actions, causes of action, suits, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Releasing Parties, whether the same be at law, in equity or mixed, which such Releasing Party ever had or now has, or to any other person hereafter can, shall or entity for any damage (including indirect and consequential damage)may have against the Released Parties, injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption in respect of or loss arising from any and all agreements and obligations incurred on or prior to Tenant’s businessthe date hereof, based on, arising out or in respect of or resulting arising from any cause whatsoever (except as otherwise provided in this Article), including but not limited event occurring or circumstances existing on or prior to the following: repairs date hereof (collectively the “Released Claims”); provided, however, that the Released Parties shall not be released from any of their obligations or liabilities to any portion the Releasing Parties (and none of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation such obligations and liabilities shall be Released Claims) arising under (by Landlord, Tenant i) this Agreement or any other person or entityagreement delivered in connection herewith, (ii) rights to reimbursement for claims incurred prior to the date hereof under the Employee Benefit Plans, (iii) any base salary and normal perquisites accrued since the last payroll date of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatusCorporation; (iv) claims for defense and/or indemnification by the termination of this Lease arising in connection with Corporation pursuant to the destruction By-Laws of the Leased Premises; Corporation or any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises Subsidiaries or of any other person or entity; and any leakage in any part or portion under the statutes of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part states of incorporation of the Leased PremisesCorporation or the Subsidiaries for claims against the Shareholders or any of them arising from their positions as directors, officers or from drainsmanagers of the Corporation, pipes the Subsidiaries or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure Joint Ventures; or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, (v) claims of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or his heirs or estate for payments due under a certain Deferred Compensation Agreement with the Corporation, dated as of April 5, 1989. Each of the Releasing Parties hereby expressly waives any rights such Releasing Party may have under the statutes of any jurisdiction or common law principles of similar effect, to preserve Released Claims which such Releasing Party does not know or suspect to exist in such Releasing Party’s sole remedy for recovering upon a claim favor at the time of executing this Agreement. Each of the Releasing Parties understands and acknowledges that it may discover facts different from, or in addition to, those which it knows or believes to be true with respect to the claims released herein, and agrees that the terms of this release shall be and remain effective in all respects notwithstanding any subsequent discovery of different and/or additional facts. Should any Releasing Party discover that any fact relied upon in entering into this release was untrue, or that any fact was concealed, or that an understanding of the facts of law was incorrect, no Releasing Party shall be entitled to institute any relief as a result thereof, and the Releasing Parties surrender any rights they might have to rescind this release on any ground. This release is intended to be and is final and binding regardless of any claim of misrepresentation, promise made with the intention of performing, concealment of fact, mistake of law, or any other circumstances whatsoever. Each of the Releasing Parties hereby irrevocably covenants to refrain from asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Party based upon any Released Claim. If any of the Releasing Parties (or an independent affiliate thereof) brings any claim, suit, action or manner of action against Landlordthe Released Parties (or any of them) in administrative proceedings, in arbitration or admiralty, at law, in equity, or mixed, with respect to any Released Claim, then such Releasing Party shall indemnify the Released Parties (or any of them) in the amount or value of any final judgment or settlement (monetary or other) and any related cost (including, without limitation, reasonable legal fees) entered against, paid or incurred by the Released Parties (or any of them). Each Releasing Party represents and warrants to the Released Parties that there has been no assignment or other transfer of any interest in his or her Released Claims.
Appears in 1 contract
Release. Landlord In order to induce the Agent and its the Lenders to enter into this Amendment, the Borrower and the Guarantors acknowledge and agree that: (a) they do not have any claim or cause of action against the Agent or any of the Lenders (or any of their respective directors, officers, employees or agents); (b) they do not have any offset right, counterclaim or defense of any kind against any of their obligations, indebtedness or liabilities to the Agent and agents shall not the Lenders; and (c) each of the Agent and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Borrower and the Guarantors. The Borrower and the Guarantors wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Agent's or the Lenders' rights, interests, contracts, collateral security or remedies. Therefore, the Borrower and the Guarantors unconditionally release, waive and forever discharge (i) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Agent or any of the Lenders to the Borrower or any Guarantor, except the obligations to be liable to Tenantperformed by the Agent and the Lenders as expressly stated in the Credit Agreement, Tenant’s employeesas amended hereby, and the other Credit Documents, and (ii) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower or any Guarantor might otherwise have against the Agent or any of the Lenders or any of their directors, officers, employees or agents, assigneesin either case (i) or (ii) on account of any condition, subtenantsact, licenseesomission, concessionairesevent, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever arising or occurring on or prior to the date of this Amendment. Except as prohibited by law, the Borrower and the Guarantors hereby waive any right they may have to claim or recover in any litigation involving the Agent or any of the Lenders, any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Borrower and the Guarantors (A) certify that no representative, agent or attorney of any Lender or the Agent has represented, expressly or otherwise, that such Lender or the Agent would not, in the event of litigation, seek to any enforce the foregoing waivers, releases and discharges, and (B) acknowledge that the Agent and the Lenders have been induced to enter into this Amendment by, among other person or entity for any damage (including indirect things, the waivers, releases, discharges and consequential damage)certifications contained herein. The waivers, injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided releases and discharges in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions paragraph shall be effective regardless of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow event that may leak, into, occur or flow from, any part of not occur on or after the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlorddate hereof.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Midwest Express Holdings Inc)
Release. Landlord (a) Effective upon the Closing, except for any rights or obligations expressly set forth in this Agreement (including in Sections 2.10 and its employees 7.4(a)(iii), Article X and Article XI (including with respect to Buyer’s right to indemnification pursuant to Section 11.2 or Fraud pursuant to and in accordance with Article XI)) or in any of the other Transaction Documents, the Company Group and Buyer (on behalf of themselves and their Affiliates) hereby fully and irrevocably waive, release and discharge forever the Sellers and each of their Representatives, agents shall not be liable to Tenantand Affiliates (collectively, Tenant’s employees“Sellers’ Released Parties”) from any Claims, agentsdemands, assigneesdebts, subtenantsaccounts, licenseescovenants, concessionairescontracts, arrangements, promises, obligations, damages, judgments, or to liabilities of any kind, in law or equity, and causes of action of every kind and nature, or other person or entity for any damage recourse (including indirect Claims for damages, costs, expenses, and consequential damageattorneys’, brokers’ and accountants’ fees and expenses), injurywhether known or unknown, losssuspected or unsuspected or now or hereafter existing, compensation which the Company Group or claim whatsoeverBuyer has or may have against the Sellers’ Released Parties, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, extent arising out of or resulting relating to an action, event, circumstance or fact related to the conduct of the Business by the Company Group prior to the Closing (collectively, the “Sellers’ Released Claims”). The Company Group and Buyer shall refrain from directly or indirectly asserting any Sellers’ Released Claim or commencing (or causing to be commenced) any Proceeding of any kind before any Court, arbitrator or Governmental Authority against the Sellers’ Released Parties based upon the Sellers’ Released Claims.
(b) Effective upon the Closing, except for any rights or obligations expressly set forth in this Agreement or in any of the Transaction Documents, the Sellers (on behalf of themselves and their Affiliates) hereby fully and irrevocably waive, release and discharge forever the Company Group and Buyer and each of their Representatives, agents and Affiliates (collectively, “Buyer Released Parties”) from any cause whatsoever Claims, demands, debts, accounts, covenants, contracts, arrangements, promises, obligations, damages, judgments, or liabilities of any kind, in law or equity, and causes of action of every kind and nature, or other recourse (except as otherwise provided including Claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses), whether known or unknown, suspected or unsuspected or now or hereafter existing, which any of the Sellers has or may have against the Buyer Released Parties, to the extent arising out of or relating to an action, event, circumstance or fact related to the conduct of the Business by the Company Group prior to the Closing (collectively, the “Buyer Released Claims”). The Sellers shall refrain from directly or indirectly asserting any Buyer Released Claim or commencing (or causing to be commenced) any Proceeding of any kind before any Court, arbitrator or Governmental Authority against the Buyer Released Parties based upon the Buyer Released Claims. Nothing in this Article), including but not limited Section 7.2(b) shall limit any rights to the following: repairs indemnification or reimbursement referred to in Section 7.1 or pursuant to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entitycontract set forth on Section 7.2(b) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordCompany Disclosure Schedule.
Appears in 1 contract
Sources: Securities Purchase Agreement (Brookdale Senior Living Inc.)
Release. Landlord In consideration of the payments of the Purchase Price by Eclipsys to the Stockholders and its employees as a condition to the execution and agents shall not be liable to Tenantdelivery of this Agreement by Eclipsys, Tenant’s employees, each Stockholder hereby gives the following general release effective as of the Closing Date:
(a) Each Stockholder on behalf of himself and his agents, assigneesheirs, subtenantssuccessors and assigns, licenseeshereby irrevocably and unconditionally releases, concessionairesacquits and forever discharges EPSI, or to any other person or entity for any damage Eclipsys, each of their respective Affiliates and their respective partners, stockholders, directors, officers and agents, and their respective successors and assigns (including indirect and consequential damagecollectively, the “Released Parties”), injuryto the fullest extent permitted by applicable Legal Requirements, lossfrom any and all charges, compensation complaints, claims, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, remedies, costs, losses, debts, expenses and fees, of every type, kind, nature, description or claim whatsoevercharacter, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, those arising out of or resulting from in connection with (i) the Stockholder’s employment, or other relationship with EPSI, (ii) the Stockholder’s right to or interest in any cause whatsoever Intellectual Property or other assets or properties of EPSI, or (except as otherwise provided in this Article), including but not limited iii) the Stockholder’s right to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; interest in any accident Contract with EPSI, and (iv) any equity or damage resulting from other interests the use Stockholder may have or operation (by Landlordclaim to have in, Tenant or any other person claims the Stockholder may have against, EPSI or entity) its predecessors (collectively, the “Claims”), other than one month’s salary and other expenses related to the employment of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; Stockholders by EPSI that are accrued on the termination balance sheet of this Lease arising in connection with the destruction EPSI as of the Leased Premises; Closing Date, and included in the Current Liabilities and the Closing Date Net Working Capital calculation. Each Stockholder represents that he has not assigned or transferred or purported to have assigned or transferred to any firePerson any Claims. This general release set forth in this Section 6.12 shall not affect any rights that the Stockholder may have which arise solely under this Agreement (including payment of the Purchase Price), robberyor his Employment Agreement or Restricted Stock Agreement, theftor that arise after the Closing Date.
(b) Each Stockholder acknowledges and agrees that the releases made herein constitute final and complete releases of the Released Parties with respect to all Claims. Each Stockholder expressly acknowledges and agrees that this general release is intended to include in its effect, vandalismwithout limitation, mysterious disappearance and/or all Claims which such Stockholder does not know or suspect to exist at the time hereof, and this general release contemplates the extinguishment of any and all such Claims. Furthermore, each Stockholder hereby expressly waives and relinquishes any rights and benefits he may have under any Legal Requirements, including Missouri state law or any common law principles limiting waivers of unknown claims. Each Stockholder understands that the facts under which he gives this full and complete release and discharge of the Released Parties may hereafter prove to be different than now known or believed by him and such Stockholder hereby accepts and assumes the risk thereof and agrees that his full and complete release and discharge of the Released Parties with respect to the Claims shall remain effective in all respects and not be subject to termination, rescission or modification by reason of any such difference in facts and circumstances.
(c) Each Stockholder represents and agrees that he has not filed with any Governmental Entity or arbitrator or any other casualty; the actions of Person any other tenants complaint, charge or lawsuit against any of the Leased Premises or of Released Parties involving any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of TenantClaims, and Landlord shall that he will not in any manner be held responsible therefor. In the event that do so at any time during hereafter.
(d) Each Stockholder represents and acknowledges that in executing this general release he does not rely and has not relied upon any representation or statement not set forth herein made by any of the Lease Term Tenant shall have a claim against LandlordReleased Parties or by any of the Released Parties’ Affiliates, Tenant shall not have agents, representatives or attorneys with regard to the right subject matter, basis or effect of this general release or otherwise.
(e) Without limiting the foregoing general release, each Stockholder agrees that he will not, directly or indirectly, (i) bring or cause to set off be brought, or deduct encourage or participate in the amount owed prosecution of, any action, proceeding or allegedly owed to Tenant suit seeking recovery by or on behalf of any Person from any Rent Released Party of any amount in respect of, or other sums payable to LandlordDamages with respect to, it being understood any of the Claims, or (ii) defend any action, proceeding or suit in whole or in part on the grounds that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action any or all of the terms or provisions of this Section 6.12 are illegal, violate any Legal Requirements, invalid, inequitable, not binding, unenforceable or against Landlordpublic policy.
Appears in 1 contract
Release. Landlord Effective from and its after the Closing, each Party, on their own behalf and on behalf of their respective Affiliates, and each of the foregoing’s successors, assigns, heirs and beneficiaries, irrevocably and unconditionally waives, releases and promises never to assert any claims, causes of action or similar rights of any type (however described and however arising) that any Party or any of their respective successors or assigns may currently have, whether or not now known, against the other Party, their respective Affiliates or their respective current or former managers, equity holders, officers, agents or employees and agents shall not be liable (the “Released Parties”) which are on account of any matter whatsoever attributable to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionairesthe period, or arising during the period, from the beginning of time through and including the Closing Date, with the exception of the Specified Obligations (the “Released Claims”). Each Party acknowledges and agrees that (a) the release contained in this Section 10.16 (this “Claim Release”) shall be effective as a bar to all Released Claims, (b) this Claim Release shall be given full force and effect according to each and all of its express terms and provisions and (c) if any Party or any of their respective Affiliates assert any Released Claim against any other Released Parties, then this Claim Release shall serve as a complete defense to such Released Claim and the Party attempting to assert such Released Claim shall, jointly and severally, hold harmless, indemnify, pay and reimburse Released Parties to the extent of any Losses arising or resulting from the assertion of an Released Claim. As used herein, “Specified Obligations” means the rights of any Party: (i) set forth in or arising under any provisions of this Agreement or any of the Ancillary Agreements or with respect to the subject matter hereof, including any claim indemnifiable hereunder, (ii) with respect to indemnification or expense reimbursement from Seller pursuant to such Seller’s governing documents or mandated under applicable Law (other than such rights with respect to matters indemnifiable by Seller), or (iii) under a Benefit Plan of Seller. As to the Released Parties, each Party acknowledges and agrees that it and he is aware of, has had the opportunity to seek legal counsel and is familiar with 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 his or her settlement with the debtor or released party.” With full awareness and understanding of this provision, each Party hereby waives all rights that this provision or any comparable provision under any state, federal or non-U.S. law may give to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except Party as otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or well as under any other person statute or entity) common law principles of the following services: heatingsimilar effect. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, coolingEACH PARTY, electricalFOR EACH SUCH PARTY AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, sewerageWAIVES THE BENEFIT OF ANY PROVISION OF APPLICABLE LAW TO THE EFFECT THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS OR MATTERS WHICH THE RELEASING PARTY DID NOT KNOW OR SUSPECT TO EXIST IN THE RELEASING PARTY’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordWHICH IF KNOWN BY THE RELEASING PARTY MAY HAVE AFFECTED ITS SETTLEMENT WITH THE RELEASED PARTY.
Appears in 1 contract
Release. Landlord (a) Each Major Stockholder acknowledges that Tekelec has required that, as a condition to Tekelec entering into the Merger Agreement and its employees and agents the transactions contemplated thereby, each Major Stockholder must enter into this Agreement. Notwithstanding the foregoing, however, this Agreement shall not be liable to Tenanteffective until the Effective Time.
(b) Upon the Effective Time, Tenant’s each Major Stockholder hereby unconditionally and irrevocably agrees to, and does, remise, release and forever discharge the Company, its parent companies, affiliates and subsidiaries, Tekelec, its affiliates and subsidiaries, the stockholders and owners of each of the foregoing, and the directors, officers, employees, agents, assigneesrepresentatives, subtenantsheirs, licenseesadministrators, concessionairespredecessors, attorneys, successors and assigns of each of the foregoing, in each case now or hereafter existing (the "Releasees"), from any and all liabilities, claims, demands, actions, causes of action, debt, account, bond, judgments, suits, interest, penalties, expenses, and/or litigation costs, including reasonable attorneys' fees, expert fees, and appellate fees and costs, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, which arise or have arisen, or the basis for which occurs or has occurred, at or prior to the Effective Time (collectively, "Claims").
(c) Each Major Stockholder affirms that the matters covered by Section 4(b) include, without limitation, (i) any Claims under the securities or other person laws of the United States, any state or entity territory thereof, or any foreign jurisdiction, relating to the sale of any of the Company's securities to, or ownership of any of the Company's securities by, such Major Stockholder, (ii) any Claims challenging or disputing the validity, enforceability, binding effect or legality of the Documents, and (iii) any Claims for breach of fiduciary duty arising from any damage actions or inactions at or prior to the Effective Time, including, without limitation, related to the Merger and the related transactions contemplated by the Documents.
(including indirect d) Upon the Effective Time, each Major Stockholder does not remise, release or discharge the Releasees from (i) their covenants, agreements and consequential damage)obligations under the Documents, injurywhether such covenants, lossagreements and obligations are required to be performed or otherwise arise prior to, compensation at or claim whatsoeverafter the Effective Time, including but or (ii) any action or inaction after the Effective Time.
(e) Each Major Stockholder agrees that nothing in this Release is an admission by either such Major Stockholder or any Releasee of any wrongdoing, either in violation of an applicable law or otherwise, and that nothing in this Agreement is to be construed as such by any Person. Each Major Stockholder further acknowledges that he, she or it understands this Release, the claims he, she or it is releasing, the promises and agreements he, she or it is making, and the effect of his signing this Release. This Release shall be construed and governed by the laws of the State of Delaware applicable to contracts executed and performed entirely within such state.
(f) Each Major Stockholder hereby waives the benefit of any statute or rule of law which, if applied to this Release, would exclude from its binding effect any Claim against the Releasees not limited now known by such Major Stockholder to exist. This Agreement is intended to be a general release and a covenant not to sue that extinguishes all Claims released above and precludes any atte▇▇▇ by any Major Stockholder to initiate any litigation against the Releasees with respect to the Claims released above. If any Major Stockholder commences any Claim in violation of this Agreement, the Releasees shall be entitled to assert this Agreement as a complete bar. This Agreement is binding on the Major Stockholders and their respective heirs, legal representatives, successors, and assigns, in their own right, and in the rights of others.
(g) Solely with respect to the Claims released hereunder, each Major Stockholder expressly waives and relinquishes to the fullest extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides: A general release does not extend to claims for which the interruption 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.
(h) Each Major Stockholder hereby acknowledges that he, she or loss it has been advised to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as consult with an attorney before executing this Agreement and otherwise provided in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction Merger and all actions contemplated by the Documents and the Merger and the related transactions contemplated by the Documents and that such Major Stockholder has done so or, after careful reading and consideration has chosen not to do so of such Major Stockholder's own volition. Each Major Stockholder hereby acknowledges that he, she or it has signed this Release knowingly and voluntarily and with the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions advice of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability counsel retained to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant advise such Major Stockholder with respect to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordit.
Appears in 1 contract
Sources: Indemnification Agreement (Tekelec)
Release. Landlord The Parties agree to each release the other of all obligations, liabilities and its employees costs arising under the Existing NEA B PPA as of the Effective Date, and agents shall not to further release each other regarding potential claims against one another and related to differing interpretations of the Existing NEA B PPA (the "PPA and Related Potential Claims"). Such claims include, without limitation, the obligations to deliver, sell, receive and purchase energy and capacity under the Existing NEA B PPA, and disputes related to: (a) the payment for Capacity and Associated Energy (as such terms are defined in the Existing NEA B PPA) delivered by NEA and received by BECO in excess of the Company's Entitlement (as such term is defined in the Existing NEA B PPA); (b) the application of Article 16(a), as set forth in the Existing NEA B PPA; (c) the allocation of certain congestion charges/credits imposed by the ISO; and (d) the calculation of the Qualifying Facility Power Purchase Rate (as such term is defined in the Existing NEA B PPA). The Parties agree that it is in their mutual best interests to waive such PPA and Related Potential Claims and to release each other from liability thereunder. Therefore, as of the Effective Date, the Parties, intending to be liable to Tenantlegally bound on behalf of themselves and their past, Tenant’s employeespresent and future parents, subsidiaries, affiliates, successors, predecessors, assigns, directors, officers, agents, assigneesattorneys, subtenantsinsurers, licenseesemployees, concessionairesstockholders, members, partners and representatives ABSOLUTELY, IRREVOCABLY, AND UNCONDITIONALLY, FULLY AND FOREVER ACQUIT, RELEASE, AND DISCHARGE AND COVENANT NOT TO ▇▇▇ each other and any and all of their past, present and future parents, subsidiaries, affiliates, successors, predecessors, assigns, directors, officers, agents, attorneys, insurers, employees, stockholders, members, partners and representatives, from any and all claims, causes of action, demands, obligations, charges, complaints, controversies, damages, liabilities, costs, expenses, judgments, guarantees, agreements, or defaults of every and any nature, relating to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of the PPA and Related Potential Claims, whether in law or resulting from any cause whatsoever equity and whether arising in contract (except as otherwise provided in this Articleincluding breach), including but not limited tort or otherwise, and irrespective of fault, negligence or strict liability, which a Party may have had, or may now have, prior to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow that may leak, into, or flow from, any part of the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased PremisesEffective Date. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder7. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against LandlordRESERVED 8.
Appears in 1 contract
Sources: Bellingham Execution Agreement (Esi Tractebel Acquisition Corp)
Release. Landlord In order to induce the Agent and its the Lenders to enter into this Agreement, the Borrower and the Guarantors acknowledge and agree that: (a) they do not have any claim or cause of action against the Agent or any of the Lenders (or any of their respective directors, officers, employees or agents); (b) they do not have any offset right, counterclaim or defense of any kind against any of their obligations, indebtedness or liabilities to the Agent and agents shall not the Lenders; and (c) each of the Agent and the Lenders have heretofore properly performed and satisfied in a timely manner all of their obligations to the Borrower and the Guarantors. The Borrower and the Guarantors wish to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Agent’s or the Lenders’rights, interests, contracts, collateral security or remedies. Therefore, the Borrower and the Guarantors unconditionally release, waive and forever discharge (i) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Agent or any of the Lenders to the Borrower or any Guarantor, except the obligations to be liable to Tenantperformed by the Agent and the Lenders as expressly stated in the Credit Agreement, Tenant’s employeesas amended hereby, and the other Credit Documents, and (ii) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which the Borrower or any Guarantor might otherwise have against the Agent or any of the Lenders or any of their directors, officers, employees or agents, assigneesin either case (i) or (ii) on account of any condition, subtenantsact, licenseesomission, concessionairesevent, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever arising or occurring on or prior to the date of this Agreement. Except as prohibited by law, the Borrower and the Guarantors hereby waive any right they may have to claim or recover in any litigation involving the Agent or any of the Lenders, any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Borrower and the Guarantors (A) certify that no representative, agent or attorney of any Lender or the Agent has represented, expressly or otherwise, that such Lender or the Agent would not, in the event of litigation, seek to any enforce the foregoing waivers, releases and discharges, and (B) acknowledge that the Agent and the Lenders have been induced to enter into this Agreement by, among other person or entity for any damage (including indirect things, the waivers, releases, discharges and consequential damage)certifications contained herein. The waivers, injury, loss, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except as otherwise provided releases and discharges in this Article), including but not limited to the following: repairs to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises or any equipment therein; any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions paragraph shall be effective regardless of any other tenants of the Leased Premises or of any other person or entity; and any leakage in any part or portion of the Leased Premises, or from water, rain, ice or snow event that may leak, into, occur or flow from, any part of not occur on or after the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall not be considered an eviction, actual or constructive, of Tenant from the Leased Premises and shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder. Any goods, property or personal effects stored or placed by Tenant, its employees or agents in or about the Leased Premises and any data regardless of how stored (including but not limited to data stored magnetically or electronically) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant shall not have the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlorddate hereof.
Appears in 1 contract
Sources: Partial Termination, Consent and Cash Collateral Agreement (Midwest Express Holdings Inc)