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 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 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 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 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 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 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 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 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 each of their respective present and former officers, directors, employees, agents, assigneespredecessors, subtenantssuccessors, licenseesassigns, concessionairesinsurers 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 to any other person obligation whatsoever, in law or entity for any damage equity, whether asserted or unasserted, known or unknown, foreseen or unforeseen (including indirect and consequential damage“Claims”), injuryarising prior to the Effective Date and relating to such Releasing Party’s ownership of equity of Parsley LLC prior to the Effective Date or otherwise arising from or relating to the transactions contemplated by this Agreement, lossincluding, compensation or claim whatsoever, including but not limited to, the right to claims for have the interruption shares 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 Class A Common Stock received pursuant to the following: repairs Reorganization registered for sale pursuant to the Registration Statement (collectively, the “Released Claims”); provided, however, that the Released Claims shall exclude any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises Claims arising from or any equipment therein; any accident relating to 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 expressly set forth in this Agreement and (b) any claim or right to indemnification or advancement of expenses under the destruction Parsley LLC Agreement 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 release 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 Leased Premises; foregoing, solely with respect to the Released Claims, each Releasing Party expressly waives any fireand 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, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; which if known by the actions Releasing Party would have materially affected the Releasing Party’s release 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 3 contracts
Sources: Master Reorganization Agreement (Parsley Energy, Inc.), Master Reorganization Agreement (Parsley Energy, Inc.), Master Reorganization Agreement (Parsley Energy, 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 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 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 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 (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 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 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 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 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 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 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, the Collateral Agent and its employees the Lenders entering into this Fifth Amendment, the Borrower and agents shall not be liable each other Loan Party (collectively, the “Releasors”) agree as follows (the “Release Provision”):
(a) Other than with respect to Tenantthe agreements of the Lenders specifically set forth herein, Tenantthe Releasors, jointly and severally, hereby release and forever discharge the Administrative Agent, the Collateral Agent, each Lender and the Administrative Agent’s, the Collateral Agent’s and each Lender’s predecessors, successors, assigns, participants, officers, managers, directors, shareholders, partners, 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 date hereof.
(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, the Collateral Agent 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: Senior Secured Credit Agreement (Williams Industrial Services Group Inc.), Senior Secured 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 (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 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 For good and its employees valuable consideration, including without limitation the payments provided by Article I, Seller, for and agents shall not be liable to Tenanton behalf of Seller and Seller’s former and current heirs, Tenant’s employeesexecutors, administrators, agents, assigneesrepresentatives, subtenantsattorneys, licenseesfamily members, concessionairesdecedents, dependents, affiliates, successors and assigns, hereby voluntarily, knowingly and willingly releases, acquits and forever discharges the Buyer and the Company and their former and current parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and each of their current and former agents, employees, officers, directors, shareholders, members, trustees, heirs, joint venturers, attorneys, representatives, owners and servants, (collectively, the “Buyer Entities”) from any and all claims, costs or to expenses of any other person kind or entity for any damage nature whatsoever (including indirect and consequential damagecollectively, “Claims”), injurywhether known or unknown, lossforeseen or unforeseen, compensation that Seller ever had, now has or claim whatsoevermay have based upon any matter, cause, fact or thing occurring from the beginning of time up to and including but the date Seller executes this Agreement. Seller has not limited to claims filed any Claim, lawsuit or charge against any of the Buyer Entities. For good and valuable consideration, Buyer, for and on behalf of Buyer’s former and current heirs, executors, administrators, agents, employees, representatives, attorneys, family members, decedents, dependents, affiliates, successors and assigns, hereby voluntarily, knowingly and willingly releases, acquits and forever discharges the interruption Seller and his former and current parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and each of or loss to Tenant’s businesstheir current and former agents, based onemployees, arising out of or resulting officers, directors, shareholders, members, trustees, heirs, joint venturers, attorneys, representatives, owners and servants (collectively, the “Seller Entities”), from any cause and all claims, costs or expenses of any kind or nature whatsoever (except as otherwise provided in this Articlecollectively, “ Buyer Claims”), whether known or unknown, foreseen or unforeseen, that Buyer ever had, now has or may have based upon any matter, cause, fact or thing occurring from the beginning of time up to and including but the date Buyer executes this Agreement. Buyer has not limited to the following: repairs to filed any portion Buyer Claim, lawsuit or charge against any of the Leased Premises which are Seller Entities. For good and valuable consideration, the obligation of Tenant; interruption in the use Company, for and on behalf of the Leased Premises Company’s former and current heirs, executors, administrators, agents, employees, representatives, attorneys, family members, decedents, dependents, affiliates, successors and assigns, hereby voluntarily, knowingly and willingly releases, acquits and forever discharges the Seller Entities, from any and all claims, costs or expenses of any equipment therein; kind or nature whatsoever (collectively, “Company Claims”), whether known or unknown, foreseen or unforeseen, that the Company ever had, now has or may have based upon any accident matter, cause, fact or damage resulting thing occurring from the use beginning of time up to and including the date the Company executes this Agreement. The Company has not filed any Company Claim, lawsuit or operation (by Landlord, Tenant or charge against 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 LandlordSeller Entities.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Deng Long), Stock Purchase Agreement (Deng Long)
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 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
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 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 (a) Subject to Section 7.8 and its employees and agents shall not be liable excluding, in all instances, any claims relating 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 this Agreement, the Ancillary Documents and the transactions contemplated thereby (in all cases to the extent expressly provided in ARTICLE X below), effective as of the Closing, (i) each Designated Stockholder, solely in its capacity as an equityholder of the Company and solely as it relates to matters arising in connection therewith, on behalf of itself and its successors, assigns, heirs, beneficiaries, creditors, Agents, trustees and Affiliates (the “Stockholder Releasing Parties”), and (ii) each of the Purchaser, the Company, and each of the Company’s Subsidiaries, on behalf of itself and its respective successors, assigns, creditors, Agents, trustees, and Affiliates (the “Company Releasing Parties” and together with the Stockholder Releasing Parties, the “Releasing Parties”), hereby fully, finally and irrevocably releases, acquits and forever discharges (x) in the case of the Stockholder Releasing Parties, the Purchaser, the Company and each of its Subsidiaries and Special Affiliates and each such Person’s successors, assigns, Affiliates and Agents (the “Company Released Parties”), and (y) in the case of the Company Releasing Parties, each Management Stockholder (as relates to such Management Stockholder’s capacity as an equityholder, officer, director, manager and employee of the Company or resulting any of its Subsidiaries), each Designated Stockholder (solely as it relates to such Designated Stockholder’s capacity as an equityholder of the Company), each other officer, director and manager of the Company or any of its Subsidiaries in any such capacity, and each such foregoing Person’s successors, assigns, beneficiaries, heirs, executors, personal or legal representatives, Affiliates and Agents (the “Stockholder Released Parties,” collectively, the “Released Parties”), of and from any cause whatsoever and all commitments, actions, debts, claims, counterclaims, suits, causes of action, damages, demands, and compensation of every kind and nature whatsoever, past, present or future, whether known or unknown, contingent or otherwise, suspected or unsuspected, at law or in equity, which the Stockholder Releasing Parties, or any of them, on the one hand, and which the Company Releasing Parties, or any of them, on the other hand, had, has or may have had at any time in the past until and including the Closing Date, against the Company Released Parties, or any of them (except in the case of the Stockholder Releasing Parties and solely in their capacity as otherwise provided equityholders of the Company and solely as relates to matters arising in this Articleconnection therewith), or the Stockholder Released Parties, or any of them (in the case of the Company Releasing Parties and solely (x) with respect to each Management Stockholder, in his capacity as an equityholder, officer, director, manager and employee of the Company or any of its Subsidiaries, (y) with respect to each Designated Stockholder, in such Designated Stockholder’s capacity as an equityholder of the Company and (z) with respect to each other officer, director and manager of the Company or any of its Subsidiaries, in any such capacity), which relate to or arise out of any such Released Party’s prior or existing relationship with the Company, any of its Subsidiaries or any of their respective predecessors or Affiliates and including but claims pending on, or asserted after, the Closing Date (collectively, “Causes of Action”). For the sake of clarity, Causes of Action shall not limited include and may be made against (without the foregoing serving to release) (i) any of the current or former directors, officers or employees of the Company or any of its Subsidiaries from any Liability such Persons may have to the following: repairs Company or any Subsidiary as a result of such Person’s deliberate fraud, intentional misconduct, embezzlement, larceny, misappropriation or similar crimes and misdemeanors or (ii) the Company or any of its Subsidiaries for any wages, accrued benefits or similar amounts owed to any portion employee of the Leased Premises which are Company or any of its Subsidiaries through the obligation of Tenant; interruption Closing Date.
(b) Each Stockholder Releasing Party and each Company Releasing Party, as the case may be, hereby represents to the Company Released Parties (in the use case of each Stockholder Releasing Party) and to the Stockholder Released Parties (in the case of each Company Releasing Party) that such Releasing Party (i) has not assigned any Causes of Action against such Released Party, (ii) fully intends to release all Causes of Action against such Released Parties including unknown and contingent Causes of Action, and (iii) has consulted with counsel with respect to the execution and delivery of this Release and has been fully apprised of the Leased Premises consequences hereof.
(c) Each Stockholder Releasing Party and each Company Releasing Party, as the case may be, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any equipment therein; claim or demand, or commencing, instituting or causing to be commenced, any accident proceeding of any kind against any of the Company Released Parties (in the case of each Stockholder Releasing Party) and any of the Stockholder Released Parties (in the case of each Company Releasing Party), based upon any Causes of Action. Each Stockholder Releasing Party and each Company Releasing Party, as the case may be, further agrees that, in the event such Releasing Party brings a claim or damage resulting from the use charge covered by this Section 7.11 or operation (does not dismiss and withdraw any claim covered by Landlord, Tenant this Section 7.11 in which such Releasing Party seeks damages or any other person relief against any Company Released Party (in the case of each Stockholder Releasing Party) or entity) any Stockholder Released Party (in the case of each Company Releasing Party), or in 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; event such Releasing Party seeks to recover against 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 such Released Party in any part claim brought by a Governmental Entity on such Releasing Party’s behalf, the release in this Section 7.11 shall serve as a complete defense to such claims or portion of charges.
(d) This Section 7.11 shall be for the Leased Premisesbenefit of, 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 goodsbe enforceable by, 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 Landlordeach Released Party.
Appears in 2 contracts
Sources: Merger Agreement (Fresenius Medical Care AG & Co. KGaA), Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA)
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 (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 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 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 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, 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 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 This release of claims (the “Release”) set forth in this Agreement is entered into by you as a condition precedent to receiving the severance and severance related benefits herein. In exchange for the receipt of the severance and severance-related benefits, you for yourself, your heirs and assigns and anyone else acting on your behalf, hereby voluntarily, knowingly and irrevocably and forever discharge the Company, including without limitation each of its employees subsidiaries, and agents shall not be liable to Tenanttheir respective successors, Tenant’s as well as their respective present, former, and future officers, directors, shareholders, employees, and agents, assigneesin both their individual and representative capacities, subtenantsand each of their heirs and assigns (the “Releasees”) from all actions, licenseesclaims, concessionairesdemands, causes of actions, obligations, damages, liabilities, expenses and controversies of any nature whatsoever, whether known or not now known or suspected, which you had, have or may have against the Releasees from the beginning of time up to and including the date you sign this Release (the “Waived Claims”). The Waived Claims that you forever and irrevocably give up and release when the Release becomes effective on the Effective Date include, but are not limited to, all claims related to (i) your employment at the Company, including without limitation its subsidiaries, or to the termination of your employment, (ii) statements, acts or omissions by the Releasees, (iii) any other person express or entity for implied agreement between you and the Releasees, (iv) wrongful discharge, defamation, slander, breach of express or implied contract, negligent and/or intentional misrepresentation or infliction of emotional distress, breach of an implied covenant of good faith and fair dealing, claims of intentional or negligent interference with economic, employment, or contractual rights or promissory estoppel, (v) any damage (including indirect and consequential damage)federal, injurystate, loss, compensation or claim whatsoeverlocal law or regulation prohibiting discrimination in employment or otherwise regulating employment, including but not limited to claims to, the Age Discrimination in Employment Act of 1967, as amended (ADEA), the Older Worker Benefit Protections Act, the Equal Pay Act of 1963, Title VII of the Civil Rights Acts of 1964, as amended, the Civil Rights Act of 1991, the Family Medical Leave Act of 1993 (FMLA), the Americans with Disabilities Act of 1990 (ADA), the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards Act of 1938, as amended, the Employee Retirement Income Security Act of 1974 (ERISA), as amended, 42 U.S.C. Sections 1981 through 1988, the Consolidated Omnibus Reconciliation Act of 1986 (COBRA) the New York State Human Rights Law and the New York City Human Rights Act, (vi) any claim for the interruption of or loss to Tenant’s businesswages, based oncommissions, arising out of or resulting from any cause whatsoever bonuses, incentive compensation, vacation pay, employee benefits (except as otherwise provided set forth in paragraph 3 of this ArticleAgreement), including but not limited to the following: repairs to expenses or allowances of 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 Landlordkind, Tenant or any other person payment or entity) compensation, according to the terms of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment each of those plans. You are not waiving any claims with respect to your rights to enforce this Agreement. You are not waiving or apparatus; the termination of this Lease arising in connection with the destruction of the Leased Premises; releasing any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants of the Leased Premises rights 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 arise after the Leased Premises, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood and agreed date 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 you sign 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 2 contracts
Sources: Settlement Agreement (Forward Industries Inc), Severance Agreement (Forward Industries Inc)
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 (a) P3K hereby unconditionally and its employees irrevocably acquits, remises, discharges and forever releases, effective as of the Closing, Salt Blockchain, each Acquired Company and their respective Affiliates, equity holders, partners, managers, trustees, employees, officers, directors and agents (collectively, the “Releasees”) from any and all Liabilities and Losses of every kind whatsoever, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, contract, agreement, arrangement, commitment or undertaking, whether written or oral, to the extent arising on or prior to the Closing; provided that Liabilities acquitted, remised, discharged and released pursuant to this Section 6.04(a) shall not be liable to Tenantinclude any rights of P3K under this Agreement, 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 Ancillary Agreement or any other person agreement between P3K or entityits Affiliates on one hand, and Salt Blockchain and its Affiliates on the other hand.
(b) P3K hereby agrees that it shall not (and shall cause its Affiliates not to) make any claim for indemnification against Salt Blockchain, each Acquired Company or any of their respective Affiliates by reason of the following services: heatingfact that P3K or any Affiliate of P3K is or was a member, coolingdirector, electricalmanager, sewerageofficer, water, communications, data transmission, plumbing equipment employee 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 agent of any other tenants Acquired Company or any of the Leased Premises its Affiliates or of any other person is 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 was serving at the sole risk request of Tenantsuch Acquired Company or any of its Affiliates as a partner, manager, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, Organizational Document, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by any of Salt Blockchain Indemnitees against P3K pursuant to this Agreement or applicable Law or otherwise, and Landlord shall not in any manner be held responsible therefor. In the event P3K (on its own behalf and on behalf of its Affiliates) hereby acknowledges and agrees that at any time during the Lease Term Tenant shall have a claim against Landlord, Tenant it shall not have the any claim or right to set off contribution or deduct the amount owed or allegedly owed to Tenant indemnity from any Rent Acquired Company or other sums payable any of its Affiliates with respect to Landlordany amounts paid by it pursuant to this Agreement or otherwise. In no event shall any Acquired Company or any of its Affiliates have any Liability whatsoever to P3K (or any Affiliate of P3K) for breaches of the representations, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim warranties, agreements or covenants of P3K hereunder, and P3K shall not (and P3K shall cause its Affiliates not to) in any event seek contribution from any Acquired Company or any of its Affiliates in respect of any payments required to be made by P3K pursuant to institute an independent action against Landlordthis Agreement.
Appears in 1 contract
Sources: Membership Interest Purchase and License Agreement (Salt Blockchain Inc.)
Release. Landlord In order to induce the Agent and its the Lenders to enter into this Loan Agreement, the Borrower and each of Guarantors acknowledges and agrees that: (i) it does 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) arising on or prior to the date hereof; (ii) it does not have any offset right, counterclaim or defense of any kind against any of their respective obligations, indebtedness or liabilities to the Agent and agents shall not the Lenders; and (iii) each of the Agent and the Lenders have heretofore properly performed and satisfied in a timely manner all of their 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 Agent's or any Lenders' rights, interests, contracts, collateral security or remedies. Therefore, the Borrower and each of the Guarantors unconditionally releases, waives and forever discharges (A) 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, except the obligations to be liable to Tenantperformed by the Agent and the Lenders as expressly stated in this Loan Agreement and the other Financing Documents, Tenant’s employeesand (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 the Borrower might otherwise have against the Agent or any of the Lenders or any of their 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 whatsoever arising or occurring on or prior to the date of this Loan Agreement. Except as prohibited by law, the Borrower hereby waives any right it 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 (i) certifies 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 and (ii) acknowledges that the Agent and the Lenders have been induced to enter into this Loan Agreement, by, among other person or entity for any damage (including indirect things, the waivers and consequential damage)certifications contained herein. The waivers, injuryreleases, 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 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: Loan Agreement (PCD Inc)
Release. Landlord Borrowers on behalf of themselves, their Subsidiaries and Affiliates and their respective bankruptcy estates hereby acknowledge effective upon the First Amendment Effective Date, that Borrowers and their Subsidiaries and Affiliates, have no defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of Borrowers’ and their Subsidiaries’ and Affiliates’ liability to repay the DIP Agent or each DIP Lender as provided in the DIP Credit Agreement or to seek affirmative relief or damages of any kind or nature from the DIP Agent or any DIP Lender. The Borrowers and their Subsidiaries and Affiliates, each in its employees own right and agents shall not be liable to Tenanton behalf of its bankruptcy estate, Tenantall its successors, assigns, Subsidiaries and Affiliates and any Person acting for or on behalf of, or claiming through it, (collectively, the “Releasing Parties”), hereby fully, finally and forever release and discharge the DIP Agent and the DIP Lenders (including in their respective capacities as agent and lenders under the Prepetition Credit Facilities) and all of the DIP Agent’s employeesand DIP Lenders’ past and present officers, directors, servants, agents, assigneesattorneys, subtenantsassigns, licenseesheirs, concessionairesparents, subsidiaries, and each Person acting for or on behalf of any of them (collectively, the “Released Parties”) of and from any and all past, present and future actions, causes of action, demands, suits, claims, liabilities, Liens, lawsuits, adverse consequences, amounts paid in settlement, costs, damages, debts, deficiencies, diminution in value, disbursements, expenses, losses and other obligations of any kind or nature whatsoever, whether in law, equity or otherwise (including without limitation those arising under 11 U.S.C. section 541-550 and interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Released Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to the DIP Credit Agreement and the transactions contemplated herby, the Prepetition Credit Facilities and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related 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 Landlordforegoing.
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Farmland Industries Inc)
Release. Landlord Effective as of the Closing, each of the Seller Parties shall, and shall cause its employees Affiliates (other than the Company Entities) and agents shall not be liable Representatives, and their respective Affiliates, Representatives, successors and assigns to, (x) fully and unconditionally waive and release, to Tenantthe fullest extent permitted under applicable Law, Tenant’s Buyer, the Company Entities and their respective Affiliates, current or former directors, managers, officers, employees, Representatives, current or former members, direct or indirect owners, shareholders, agents, assigneesattorneys, subtenantsinsurers, licenseespredecessors, concessionairessuccessors, affiliates, parent entities, subsidiaries, heirs and assigns (the “Buyer Released Parties”) from and against any and all actions, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or to any other person or entity for any damage (including indirect and consequential damageimplied), injuryand claims, lossobligations and demands whatsoever whether in law or equity which they may have against each of the Buyer Released Parties, compensation now or claim whatsoeverin the future, including but not limited whether known or unknown, whether in law or in equity, in each case in respect of any cause, matter or thing relating to claims for the interruption Transactions contemplated hereunder or the Purchased Entities, the Business, the Purchased Assets, the Assumed Liabilities or any actions taken or failed to be taken by any of the Buyer Released Parties in any capacity related to the Purchased Entities, the Business, the Purchased Assets or loss the Assumed Liabilities occurring or arising on or prior to Tenant’s business, based on, arising out of or resulting from any cause whatsoever the Closing Date (except as otherwise provided in this Articlethe “Seller Released Claims”), including but not limited and (y) irrevocably covenant 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 refrain from, directly or indirectly, asserting any part of the Leased PremisesSeller Released Claims against any Buyer Released Party; provided, or from drainshowever, 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 this release shall not apply to (a) Fraud, (b) covenants and agreements required to be considered an eviction, actual complied with 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 fulfilled 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 ▇ following the Closing, (c) any rights or claims set forth in or contemplated by this Agreement or any other Transaction Document, or (d) any rights to indemnification or exculpation provided for recovering upon in the Governing Documents of any Company Entity, or claims with respect thereto. Each of the Seller Parties represents to Buyer as of the Closing that neither it nor any of its Affiliates has assigned or transferred or purported to assign or transfer to any Person all or any part of, or any interest in, any Seller Released Claim against a claim Buyer Released Party. This Section 5.17 shall survive the Closing and shall be to institute an independent action against Landlorda Post-Closing Covenant.
Appears in 1 contract
Sources: Purchase Agreement (BrightSpring Health Services, 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 or with actual willful misconduct. Each Borrower acknowledges that the foregoing release is a material inducement to Administrative Agent’s sole remedy for recovering and each Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon a claim shall be by the Lenders in agreeing to institute an independent action against Landlordmake the Loans and in making each advance of Loan proceeds hereunder.
Appears in 1 contract
Sources: Revolving Loan and Security Agreement (Advocat Inc)
Release. Landlord In order to induce the Noteholders to enter into this Agreement, each of the Company and the Parent Guarantors, on behalf of themselves and their respective Related Parties (collectively, the “Releasing Parties”), acknowledges and agrees that: (a) none of the Releasing Parties has any claim or cause of action against any of the Noteholders or any of their respective Related Parties (collectively, the “Released Parties”) relating to or arising out of any Ultra Resources Financing Agreement or any agreement entered into in connection therewith; (b) to the actual (and not constructive or imputed) knowledge of any officer of either Parent Guarantors or the Company, none of the Releasing Parties has any offset right, counterclaim or defense of any kind against any of their respective obligations, Indebtedness or liabilities to any of the Noteholders; and (c) each of the Noteholders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Company and its employees Subsidiaries under the Ultra Resources Financing Agreements to which it is a party. Each of the Parent Guarantors and agents the Company wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Noteholders’ rights, interests, contracts, or remedies under the Ultra Resources Financing Agreements, whether known or unknown, as applicable. Therefore, each of the Company and the Parent Guarantors, on behalf of the Releasing Parties, unconditionally releases, waives and forever discharges (x) any and all liabilities, obligations, duties, promises or Indebtedness of any kind of the Noteholders to the Releasing Parties, except the obligations to be performed by any of them on or after the date hereof as expressly stated in the Ultra Resources Financing Agreements, 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 Releasing Parties might otherwise have against any of the Released Parties, in each case under clause (x) or clause (y), (A) whether known or unknown, 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, (B) other than any such liabilities, obligations, claims, causes of action or suits resulting from the gross negligence or willful misconduct of any Noteholder, as determined by a court of competent jurisdiction in a final non-appealable judgment and (C) relating to or arising out of the Ultra Resources Financing Agreements or any agreement entered into in connection therewith. The Released Parties shall not be liable with respect to, and each of the Parent Guarantors and the Company hereby waives, releases and agrees not to Tenants▇▇ for, Tenant’s employeesany special, agents, assignees, subtenants, licensees, concessionaires, indirect or consequential damages relating to any other person the Ultra Resources Financing Agreements 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 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 1 contract
Sources: Master Note Purchase Agreement (Ultra Petroleum Corp)
Release. Landlord Subject to the receipt by each Joining Equityholder of the consideration to which such Joining Equityholder is entitled pursuant to the Merger Agreement, such Joining Equityholder, on behalf of itself (if such Joining Equityholder is not a natural person), himself or herself and such Joining Equityholder’s successors and assigns and, if such Joining Equityholder is not a natural person, it and its controlled Affiliates’ respective equityholders, directors, managers, partners, members, officers, employees and agents shall not be liable to Tenantrepresentatives (collectively, Tenant’s the “Releasing Parties”), does hereby unconditionally and irrevocably release and discharge each of the Company, Parent and the Surviving Corporation and their respective predecessors, successors, joint ventures, assigns, equityholders, directors, officers, employees, agentsAffiliates and representatives in their capacities as such (collectively, assigneesthe “Released Parties”), subtenantsfrom any and all losses, licenseesliabilities, concessionairesobligations, claims, debts, accounts, covenants, contracts and judgments of every kind, in connection with any transaction or occurrence arising up to any other person and including the Effective Time, whether in law, equity or entity for any damage otherwise, known or unknown, suspected or unsuspected (including indirect without limitation any fiduciary duty claims against the Released Parties) that any Releasing Party now has, has had or could have asserted against any of the Released Parties (collectively, the “Released Claims”). Each such Joining Equityholder hereby irrevocably agrees to, and consequential damage)will cause its Releasing Parties to, injuryrefrain from, lossdirectly or indirectly, compensation asserting any claim or claim whatsoeverdemand or any proceeding against any Released Party based upon any Released Claim. Notwithstanding the foregoing, including but not limited nothing contained in this Agreement shall affect the (i) rights of such Releasing Parties with respect to claims for the interruption liabilities or obligations of Parent or loss to Tenant’s business, based on, the Surviving Corporation or their respective Subsidiaries 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 Merger Agreement or any other person agreements to which such Joining Equityholder is a party or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising third-party beneficiary in connection with the destruction transactions contemplated by the Merger Agreement, (ii) any unpaid salary and accrued bonus to which such Joining Equityholder may be entitled for any period ending on or prior to the Closing in his or her capacity as an employee or director of or consultant to the Company (prior to the Closing) or the Surviving Corporation or any of their respective Subsidiaries, (iii) rights which may exist or hereafter accrue under any employment agreement, employee welfare, incentive compensation, or other similar plan or arrangements as a result of being a director or employee of Company (prior to the Closing) or the Surviving Corporation or any of their respective Subsidiaries, (iv) claims for unreimbursed business expenses incurred on behalf of the Leased Premises; Company (prior to the Closing) or the Surviving Corporation or any fireof their respective Subsidiaries, robberyrelating to the period prior to the Closing, theft, vandalism, mysterious disappearance (v) claims of such Joining Equityholder for director and/or any other casualty; officer indemnification that are pursuant to the actions certificate of any other tenants incorporation of the Leased Premises Company (prior to the Closing) or the Surviving Corporation or any of their respective Subsidiaries, any other person indemnification agreement or entity; and any leakage in any part applicable Law or portion (vi) rights of such Releasing Parties that arise otherwise than from such Releasing Parties’ capacity as a former stockholder, option holder or RSU holder of the Leased PremisesCompany, 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 Landlordas applicable.
Appears in 1 contract
Sources: Merger Agreement
Release. Landlord and its employees and agents shall not be liable (a) Notwithstanding anything to Tenantthe contrary set forth in this Agreement, Tenant’s employeeseffective as of immediately following the Closing, 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 whatsoeverin consideration of the mutual agreements contained herein, 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 Closing Consideration to be received by the applicable Sellers and the transfer of the Purchased Equity, each Seller, on behalf of its and each of its respective past, present and future Affiliates, firms, corporations, limited liability companies, partnerships, trusts, associations, organizations, Representatives, investors, equity holders, partners, trustees, principals, consultants, contractors, administrators, predecessors, successors and assigns (each, a “Releasing Party” and, collectively, the “Releasing Parties”), hereby absolutely, unconditionally and irrevocably releases, acquits and forever discharges the Companies (and their successors and permitted assigns) and their respective former and present directors, managers, officers and employees (collectively, the “Released Parties”) of and from any and all manner of action or inaction, cause or causes of action, Actions, causes of action, Liens, contracts, promises, liabilities or damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise) of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise, whether known or unknown, whether fixed or contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected, which such Releasing Parties, or any of them, ever have had or ever in the future may have against the Released Parties, or any of them, and which are based on acts, events or omissions occurring up to and including the obligation Closing that, directly or indirectly, involve or relate to the business, operations or ownership of Tenantthe Companies (the “Released Claims”); interruption provided, however, that the foregoing release shall not release, impair or diminish, and the term “Released Claims” shall not include, in any respect any rights of: (i) any Seller in respect of this Agreement or any Ancillary Agreement to which such Seller is party; (ii) the Releasing Parties to indemnification, reimbursement or advancement of expenses under the provisions of the Organizational Documents of the applicable Company (or any directors’ and officers’ liability insurance policy maintained by any Company, including the D&O Tail) arising from any Releasing Party’s status as an officer, director, or manager or employee of any Company, as applicable, or any of its Affiliates with respect to any act, omission, event or transaction occurring on or prior to the Closing, (iii) in the use case of any current or former officer, director or employee of any Company, any compensation or employee benefits earned or accrued in respect thereof, or (iv) any Seller or any of its Affiliates with respect to any ordinary course Contracts or commercial relationships with any Company set forth on Schedule 3.22.
(b) Without limiting the generality of Section 6.10(a), with respect to the Released Claims, each Seller, on behalf of itself and each Releasing Party, hereby expressly waives all rights under any Law or common law principle in any applicable jurisdiction prohibiting or restricting the waiver of unknown claims. Notwithstanding any such Law or common law principle in any applicable jurisdiction, and for the purpose of implementing a full and complete release and discharge of the Leased Premises Released Parties, each Seller, on behalf of itself and each Releasing Party, expressly acknowledges that the foregoing release is intended to include in its effect all claims which such Seller or any equipment therein; Releasing Party does not know or suspect to exist in his, her or its favor against any accident of the Released Parties (including unknown and contingent claims), and that the foregoing release expressly contemplates the extinguishment of all such claims (except to the extent expressly set forth herein).
(c) Each Seller, on behalf of itself and each Releasing Party, acknowledges that it may hereafter discover facts in addition to or damage resulting different from those which it now knows or believes to be true with respect to the use subject matter of the Released Claims, but such Seller, on behalf of itself and each Releasing Party, 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 of existence of such different or operation additional facts.
(d) Each Seller, on behalf of itself and each Releasing Party, represents, warrants, covenants and agrees that such Releasing Party has not and will not assign or transfer any Released Claim or possible Released Claim against any Released Party. Each Seller, on behalf of itself and each Releasing Party, agrees to indemnify and hold the Released Parties harmless from any liabilities, damages, costs, expenses and attorneys’ fees arising as a result of any such assignment or transfer.
(e) Each Seller, on behalf of itself and each Releasing Party, covenants and agrees not to, and agrees to cause his, her or its respective Affiliates not to, whether in his, her or its own capacity, as successor, by Landlordreason of assignment or otherwise, Tenant assert, commence, institute or join in, or assist or encourage any third party in asserting, commencing, instituting or joining in, any Action of any kind whatsoever, in law or equity, in each case against the Released Parties, or any other person or entity) of them, with respect to any Released Claims. Each Seller acknowledges that the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination foregoing release was separately bargained for and is a key element 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
Release. Landlord By its execution hereof and in consideration of the mutual covenants contained herein and other accommodations granted to Borrower and Mr. Carton hereunder, Borrower, Mr. Carton, and their respective successors, assigns and agents, hereby expressly forever waive, release and discharge 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 any of them may have or allege to have as of the date of this Agreement 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 (collectively, the "Claims"), against Lender, its employees and agents shall not be liable to Tenant, Tenant’s employeesaffiliates, agents, assigneesprincipals, subtenantsmanagers, licenseesmanaging members, concessionairesmembers, or to any other person or entity for any damage partners, 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 Loan Agreement or resulting from any cause whatsoever (except as otherwise provided of the other related or ancillary documents, including, without limitation, the Security Documents, and any or all of the actions and transactions contemplated by the foregoing, including any actual or alleged performance or non-performance of any of the Released Parties under the Loan Agreement or any of the other related or ancillary documents, including, without limitation, the Security Documents. Each of Borrower and Mr. Carton hereby acknowledges that the agreements in this Article), including but not limited Section 10 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 Agreement, each of Borrower and Mr. Carton hereby 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 of the Leased Premisesaccuracy, completeness, or from water, rain, ice or snow that may leak, into, or flow from, any part validity thereof. This Section 10 shall survive the termination 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: Loan Agreement
Release. Landlord (a) Notwithstanding anything contained herein to the contrary, effective as of the Closing, in consideration of the mutual covenants and agreements contained herein, SCL hereby (i) releases, waives and forever discharges the Investor, the Company and its Subsidiaries and their respective predecessors, successors, assigns, officers, directors, shareholders, employees and agents shall not be liable to Tenantand their respective counsel (for the benefit of the Company, Tenant’s employeesits Subsidiaries, agentsthe Investor and their Affiliates) from any and all actions, assigneescauses of actions, subtenantsdemands, licenseessuits, concessionairescontracts, agreements, Encumbrances, Liabilities, or Losses of any type, based on any fact or circumstance arising prior to any other person or entity for any damage the Closing based on SCL’s relationship with the Company and its Subsidiaries prior to the Closing (including indirect and consequential damageany claims relating to actual or alleged breaches of fiduciary or other duties by the Company’s directors, officers or shareholders), injurywhether based on contract or any Applicable Law (including tort, lossstatute, compensation local ordinance, regulation or claim whatsoeverany comparable law) in any jurisdiction; provided, including but that SCL is not limited releasing or discharging the Company or the Investor from the obligations and agreements established pursuant to claims this Agreement and the other Transaction Documents, or any inter-company Contract existing on the date hereof or entered into after such date in accordance with Section 7.2; and (ii) waives any right of first offer it may have pursuant to the Memorandum of Association or Bye-laws or otherwise, to purchase shares of the Company’s capital stock being issued and sold by the Company pursuant to the terms of this Agreement.
(b) Notwithstanding anything contained herein to the contrary, effective as of the Closing, in consideration of the mutual covenants and agreements contained herein, the Company hereby releases, waives and forever discharges SCL and its Subsidiaries and their respective predecessors, successors, assigns, officers, directors, shareholders, employees and agents and their respective counsel (for the interruption benefit of SCL and its Subsidiaries) from any and all actions, causes of actions, demands, suits, contracts, agreements, Encumbrances, Liabilities, or loss to Tenant’s businessLosses of any type, based onon any fact or circumstance arising prior to the Closing based on SCL’s relationship with the Company and its Subsidiaries prior to the Closing (including any claims relating to actual or alleged breaches of fiduciary or other duties by SCL’s directors, arising out of officers or resulting from any cause whatsoever (except as otherwise provided in this Articleshareholders), 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 whether based on contract or any equipment thereinApplicable Law (including tort, statute, local ordinance, regulation or any comparable law) in any jurisdiction; any accident provided, that the Company is not releasing or damage resulting discharging SCL, its Subsidiaries or Affiliates from the use or operation (by Landlordobligations and agreements established pursuant to this Agreement and the other Transaction Documents, Tenant or any other person inter-company Contract existing on the date hereof or entity) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising entered into after such date in connection accordance 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 7.2.
Appears in 1 contract
Release. Landlord (a) As of the Closing, each Seller, on behalf of himself and its employees and agents shall not be liable to Tenanthis Affiliates (as applicable, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage (including indirect and consequential damage“Seller Releasing Person”), injuryhereby releases and forever discharges the Company, lossthe Buyer, compensation or claim their respective Affiliates, and the respective Representatives of each of the foregoing (each, solely in their capacity as such, a “Seller Released Person”) from all debts, demands, Actions, covenants, torts, damages and all defenses, offsets, judgments and liabilities whatsoever, including but not limited to claims for the interruption of every name and nature, both at Law and in equity, known or loss to Tenant’s businessunknown, based onaccrued or unaccrued, arising that have been or could have been asserted against any Seller Released Person, which any Seller Releasing Person has or ever had, that arises out of or resulting from in any cause whatsoever way relates to events, circumstances or actions occurring, existing or taken prior to or as of the Closing Date in respect of matters directly or indirectly relating to the Company (except as otherwise provided individually a “Seller Released Claim” and collectively the “Seller Released Claims”); provided, however, that nothing contained herein will operate to release, and the term Seller Released Claims shall not include (A) any obligations of the Company to any employee with respect to accrued and unpaid salary, paid time off, expense reimbursement or employee benefits arising, in each case, in the ordinary course; (B) any obligation of the Company or the Buyer arising under this Agreement or any Ancillary Agreement; (C) any indemnification obligations of the Company to any Seller Releasing Person under the Organizational Documents, or (D) any obligations of the Company to any Seller Releasing Person in respect of any capital contributions made by a Seller Releasing Person or accrued but unpaid Carried Interest due to any Seller Releasing Person. Notwithstanding the foregoing, no GP Entity or FP Fund shall be deemed a Seller Releasing Person.
(b) Each Seller Releasing Person:
(i) expressly waives and relinquishes all rights and benefits that such Seller Releasing Person may have under Applicable Law, including any state law or any common law principles limiting waivers of unknown claims,
(ii) understands that the facts and circumstances under which such Seller Releasing Person gives this full and complete release and discharge of the Seller Released Persons may hereafter prove to be different than now known or believed to be true by such Seller Releasing Person; and
(iii) accepts and assumes the risk thereof and agrees that such Seller Releasing Persons’ full and complete release and discharge of the Seller Released Persons with respect to the matters described in this Article)Section 9.6 shall remain effective in all respects and not be subject to termination, including but rescission or modification by reason of any such difference in facts and circumstances.
(c) Notwithstanding the foregoing, this Section 9.6 does not limited to limit the following: repairs to provisions of Section 10, Section 11 or Section 14 or the rights of any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises Indemnified Party thereunder or any equipment therein; any accident or damage resulting from the use or operation (by Landlordrepresentation, Tenant or any other person or entity) of the following services: heatingwarranty, 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 covenant 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 Landlordobligation expressly set forth in this Agreement.
Appears in 1 contract
Release. Landlord Employee, on Employee’s own part and its employees on behalf of Employee’s dependents, heirs, executors, administrators, assigns, and agents shall successors, and each of them, hereby covenants not be liable to Tenant▇▇▇ and fully releases, Tenant’s employeesacquits, and discharges the Parent, Intelsat, and their respective parent, subsidiaries, affiliates, owners, trustees, directors, officers, agents, assigneesemployees, subtenantsstockholders, licenseesrepresentatives, concessionairesassigns, and successors (collectively referred to as “Intelsat Releasees”) with respect to and from any and all claims, wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of whatever kind or to nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee has at any other person time heretofore owned or entity for any damage (including indirect and consequential damage)held against said Intelsat Releasees, injuryincluding, losswithout limitation, compensation or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, those arising out of or resulting in any way connected with Employee’s employment relationship with Intelsat, Employee’s separation from employment with Intelsat, the Intelsat Change of Control Severance Program, the 2004 Share Incentive Plan, the Deferred Cash Account, the January 28, 2005 award of equity, and any cause whatsoever other aspects of Employee’s compensation, benefits, and equity awards, equity ownership or repurchase of equity from Employee by Parent or its affiliates (the “Released Actions”), except as otherwise provided with respect to those benefits set forth and rights preserved in this Article)Agreement, including but not limited the provision regarding indemnification (the provisions of this Section 2, the “Release”). In addition, as a condition to receiving the following: repairs payment contemplated by Section (1)(b)(iii) hereof, Employee agrees to any portion execute, effective as of the Leased Premises which are Separation Date, an additional release (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“Additional Release”) of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; Intelsat Releasees from all Released Actions the termination of this Lease arising Employee may have from the date hereof through the Separation Date (the “Additional Release”). The Additional Release shall be in connection with the destruction form 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 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 2.
Appears in 1 contract
Sources: Employment Agreement (Intelsat Global Sales & Marketing Ltd.)
Release. Landlord Effective as of the Closing, InnoHold, by virtue of accepting the Equity Consideration to which InnoHold is entitled hereunder, on behalf of itself and its employees Affiliates and agents shall not be liable to Tenanteach of its officers, Tenant’s directors, employees, agents, assigneessuccessors and assigns (the “Releasing Parties”), subtenantsshall be deemed to have released, licenseesacquitted and forever discharged the Parent, concessionairesthe Company, Merger Sub, each of their respective Affiliates, Subsidiaries, and any and all of each of their respective successors and assigns, together with all their present and former directors and officers (in their capacity as directors or officers of the Company) (the “Released Parties”), from any and all manner of claims, actions, suits, damages, demands and liabilities whatsoever in law or equity, whether known or unknown, liquidated or unliquidated, fixed, contingent, direct or indirect (collectively, “Released Claims”), which the Releasing Parties ever had, has or may have against any of the Released Parties for, upon, or to by reason of any other person matter, transaction, act, omission or entity for thing whatsoever arising under or in connection with any damage (including indirect and consequential damage)of the 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 whatsoever (except time prior to and up to and including the Closing Date, with respect to such Releasing Party’s status as otherwise provided in this Article), including but not limited to the following: repairs to any portion an equityholder of the Leased Premises which are the obligation Company. The foregoing shall not constitute a release 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 Released Claims or any other person or entitymatter with respect to (a) receipt of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; Equity Consideration to which the termination Releasing Party is entitled pursuant to the terms and conditions of this Lease Agreement, (b) any of the rights of the Releasing Party or any obligations of the Released Parties to such Releasing Parties, in each case arising under this Agreement or any Related Agreement, (c) any of the rights of the Releasing Parties under the Company Charter Documents to indemnification from the Company for actions or inactions by such Releasing Party as a manager, director or officer of the Company, (d) if a Releasing Party is an employee of the Company as of the Closing Date, any rights of such Releasing Party to payments in connection respect of such employment, including rights under any Benefit Plan identified on the Disclosure Schedule in accordance with the destruction terms of such Benefit Plan, and (e) any of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; rights of a Releasing Party under or pursuant to written commercial contracts with the actions Company set forth on the Disclosure Schedule and unrelated to such Releasing Party’s status of any other tenants an equityholder 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
Sources: Merger Agreement (Global Partner Acquisition Corp.)
Release. Landlord (a) In exchange for the amounts described in Section 2, which are in addition to anything of value to which I am entitled to receive, and its employees other good and agents shall not be liable to Tenantvaluable consideration, Tenant’s employeesthe sufficiency of which is hereby acknowledged, me and my representatives, agents, assigneesestate, subtenantsheirs, licenseessuccessors and assigns, concessionairesabsolutely and unconditionally hereby release, remise, discharge, indemnify and hold harmless the Company Releasees (defined to include the Company and/or any of its parents, subsidiaries or affiliates, predecessors, successors or assigns, and its and their respective current and/or former partners, directors, shareholders/stockholders, officers, employees, attorneys and/or agents, all both individually and in their official capacities), from any and all actions or causes of action, suits, claims, complaints, liabilities, agreements, promises, contracts, torts, debts, damages, controversies, judgments, rights and demands, whether existing or contingent, known or unknown, suspected or unsuspected, that I may have or have had against the Company Releasees relating to or arising out of my employment, change in employment status and/or the termination of my employment with the Company and arising from conduct occurring up to and through the date of this Agreement (“Claims”). This release is intended by me to act as a full and total release of any Claims, whether specifically enumerated herein or not, including, but not limited to, any Claims arising from any federal, state or local law, regulation or constitution dealing with either employment, employment benefits or employment discrimination, except this release shall not waive any Claims I may have: (i) arising after the date I sign this Agreement; (ii) for accrued employee benefits under the Plans and accrued and unpaid salary and expense reimbursement, in each case as of the date of this Agreement; (iii) relating to my rights as a stockholder or security holder of the Company; (iv) relating to any indemnification rights pursuant to the Company’s charter, certificate of incorporation, by-laws or directors’ and officers’ insurance policies or otherwise; or (v) pursuant to the Severance Agreement.
(b) Listed below, by way of example only, are statutes and laws under which I waive, and will not bring any, Claim, except as otherwise provided in subsections (i)-(v) of Section 3(a) hereof. The Claims so released or acknowledged not to exist include, but are not limited to, any alleged violation of: The National Labor Relations Act, as amended; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended, 29 U.S. C. 1001 et seq.; The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The Consolidated Omnibus Budget Reconciliation Act, as amended; The laws of the State of Connecticut relating to family and medical leave, discrimination on the basis of race, color, religion, creed, sex, sex harassment, sexual orientation, marital status, national origin, ancestry, handicap, disability, veteran’s status, alienage, blindness, present or past history of mental disorders or physical disability, candidacy for or activity in a general assembly or other public office, constitutionally protected acts of speech, whistleblower status, use of tobacco products outside course of employment, membership in any organization engaged in civil defense, veteran’s status or any military service or application for military service and any claim for retaliation for asserting Worker’s Compensation rights as well as wrongful termination or breach of any express or implied employment contract. The laws of the State of Connecticut relating to Workers’ Compensation; The laws of the State of Connecticut relating to the payment of wages; Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance; Any public policy, contract, tort, or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim whatsoevercommon law cause of action, including but not limited to claims breach of contract, intentional or negligent infliction of emotional distress, negligent misrepresentation, intentional misrepresentation, fraud, defamation, wrongful discharge; Any claim for breach of the interruption of Severance Agreement arising through the date I execute this Agreement; or loss to Tenant’s businessAny allegation for costs, based onfees, arising out of or resulting from any cause whatsoever (except as otherwise provided in this Article)other expenses, 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 Landlordattorneys’ fees, 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 incurred 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 matter.
Appears in 1 contract
Sources: Severance Agreement (Meta 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 1 contract
Sources: Debtor in Possession Credit Agreement (Magnum Hunter Resources Corp)
Release. Landlord (a) In consideration of the transactions contemplated by this Agreement, effective as of the Closing Date, Buyer, on behalf of itself and its employees Affiliates and agents shall not be liable to Tenanttheir respective Representatives, Tenantshareholders, members, partners, heirs, legatees, successors, and assigns (collectively, “Buyer Releasors”), irrevocably and unconditionally releases, acquits, and forever discharges, without any additional consideration or the need for additional documentation, Seller, its Affiliates, and Seller’s employeesand its Affiliates’ respective Representatives, shareholders, members, partners, agents, assigneesheirs, subtenantslegatees, licenseessuccessors, concessionairesand assigns (collectively, “Seller-Released Parties”) from any and all Claims, Losses and Liabilities (including, without limitation, attorneys’ fees and costs actually incurred, compensation, or to deferred compensation of any other person or entity for any damage (including indirect nature whatsoever, and consequential damagedividends), injurywhether known, lossunknown, compensation or claim whatsoeverpresently unknowable, including but not limited contingent or absolute, whether asserted or not, now existing or which may subsequently accrue to claims for them in the interruption of or loss to Tenant’s business, based onfuture, arising out of (a) any acts or resulting from any cause whatsoever omissions occurring on or prior to the Closing Date, (except as otherwise provided b) the management, ownership, or operation of the Company or the Business, and (c) the Contribution Agreement. Notwithstanding anything contained in this ArticleSection 10.9, (i) no release, acquittal, or discharge shall be granted by Buyer Releasors to the extent such release arises out of or pertains to (A) the obligations of Seller and rights of Buyer pursuant to this Agreement or any Transaction Document, including any and all matters for which any Buyer’s Indemnified Person is entitled to indemnity under this ARTICLE X, (B) any defense relating to an allegation by either Party of a breach of a representation, warranty, or covenant made in this Agreement or in any of the Transaction Documents by Buyer, or (C) any rights, claims, or liabilities that cannot be waived or released under applicable Law, and (ii) Buyer Releasors retain, and do not release, claims for Fraud. The Seller-Released Parties not party to this Agreement are intended third-party beneficiaries of this Section 10.9(a), including but not limited to the following: repairs to any portion with full rights of enforcement of this Section 10.9(a) as if a party thereto.
(b) In consideration of the Leased Premises which are the obligation of Tenant; interruption in the use transactions contemplated by this Agreement, effective as of the Leased Premises Closing Date, Seller, on behalf of itself and its Affiliates and their respective Representatives, shareholders, members, partners, heirs, legatees, successors, and assigns (collectively, “Seller Releasors”), irrevocably and unconditionally releases, acquits, and forever discharges, without any additional consideration or any equipment therein; any accident or damage resulting from the use or operation (by Landlordneed for additional documentation, 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 TenantBuyer, 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 TenantAffiliates, 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 and its Affiliates’ respective Representatives, shareholders, members, partners, agents, heirs, legatees, successors, and assigns (collectively, “Buyer-Released Parties”) from any and all Claims, Losses and Liabilities (including, without limitation, attorneys’ fees and costs actually incurred, compensation, or deferred compensation of any nature whatsoever, and dividends), whether known, unknown, or presently unknowable, contingent or absolute, whether asserted or not, now existing or which may subsequently accrue to them in the future, arising out of (a) any acts or omissions occurring on or prior to the Closing Date, (b) the management, ownership, or operation of the Company or the Business, and (c) the Contribution Agreement. Notwithstanding anything contained in this Section 10.9, (i) no release, acquittal, or discharge shall be granted by Seller Releasors to institute the extent such release arises out of or pertains to (A) the obligations of Buyer and Buyer Guarantor and rights of Seller pursuant to this Agreement or any Transaction Document, including any and all matters for which any Seller’s Indemnified Person is entitled to indemnity under this ARTICLE X, (B) any defense relating to an independent action against Landlordallegation by either Party of a breach of a representation, warranty, or covenant made in this Agreement or in any of the Transaction Documents by Seller, or (C) any rights, claims, or liabilities that cannot be waived or released under applicable Law, and (ii) Seller Releasors retain, and do not release, claims for Fraud. The Buyer-Released Parties not party to this Agreement are intended third-party beneficiaries of this Section 10.9(b), with full rights of enforcement of this Section 10.9(b) as if a party thereto.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Arcosa, Inc.)
Release. Landlord (a) Such Stockholder, on behalf of itself and its Affiliates, hereby irrevocably releases and forever discharges, as of the Acceptance Time, the Company, each Company Subsidiary, Parent, each subsidiary of Parent and each of the Affiliates (as such Affiliates are constituted after the Acceptance Time), successors, directors, officers, employees and agents shall not be liable to Tenantof the Company, Tenant’s employeeseach Company Subsidiary, agentsParent and each subsidiary of Parent from any and all claims, assigneescauses of action, subtenantsobligations, licenseesdebts and liabilities of every kind and character whatsoever, concessionaireswhether based on any foreign, federal or state law or right of action, at law, or in equity or otherwise, known or unknown, foreseen or unforeseen, matured or unmatured, absolute or contingent, accrued or not accrued, which such Stockholder, or any of its Affiliates (as constituted prior to any other person the Acceptance Time) now has 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 onmay hereafter have in connection with, arising out of, or which in any way relate to any acts, omissions, events, occurrences, status or other circumstances occurring or existing prior to the Acceptance Time; provided, however, that nothing herein shall operate to release or discharge (i) the rights or obligations of any Person under the Merger Agreement or resulting from any cause whatsoever written agreement, including this Agreement, entered into by such Stockholder or any of its Affiliates (except as otherwise provided in this Articleconstituted prior to the Acceptance Time), including but not limited on the one hand, and Parent or any of its Affiliates (as constituted prior to the following: repairs to any portion of Acceptance Time), on 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 Landlordother hand, 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 Agreement or the transactions contemplated thereby, (ii) any of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants rights such Stockholder may have as an employee of the Leased Premises Company to compensation or benefits, or (iii) any rights to indemnification such Stockholder may have under the Company’s governing documents, under applicable law or any officers’ and directors’ liability insurance policies purchased by the Company.
(b) Each of Parent and Merger Sub, hereby irrevocably releases and forever discharges, as of the Acceptance Time, each Stockholder and each of its Affiliates from any other person and all claims, causes of action, obligations, debts and liabilities of every kind and character whatsoever, based on or entity; and arising under any leakage failure to timely file or cause to be timely filed any reports required to be filed under the Exchange Act, whether known or unknown, foreseen or unforeseen, matured or unmatured, absolute or contingent, accrued or not accrued, which Parent, Merger Sub or any of their respective Affiliates (as constituted prior to the Acceptance Time but including Company) now has or may hereafter have in connection with, arising out of, or which in any part or portion of the Leased Premisesway relate to any acts, or from wateromissions, rainevents, ice or snow that may leakoccurrences, 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 status or other sums payable circumstances occurring or existing prior to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim shall be to institute an independent action against Landlordthe Acceptance Time.
Appears in 1 contract
Sources: Tender and Support Agreement (Op Tech Environmental Services Inc)
Release. Landlord (a) Effective as of the Effective Time, the Majority Stockholder on behalf of itself and its employees and agents shall not be liable to Tenantpast, Tenant’s present or future successors, assigns, employees, agents, assigneesequityholders, subtenantspartners, licensees, concessionaires, or to any other person or entity for any damage Affiliates and representatives (including indirect their past, present or future officers and consequential damage)directors) (collectively, injurythe “Stockholder Releasors”) hereby irrevocably and unconditionally releases, lossacquits and forever discharges (except with respect to those obligations arising under or in connection with this Agreement or the Ancillary Agreements) each Parent Party, compensation Surviving Company, their respective predecessors, successors, parents, subsidiaries and other Affiliates, and all of their respective current and former officers, directors, members, managers, shareholders, employees, agents and representatives, and each individual who was a director of the Company at or claim whatsoeverprior to the Effective Time, of and from any and all actions, suits, claims, causes of action, damages, accounts, liabilities and obligations (including but not limited attorneys’ fees) held by any Stockholder Releasor, whether known or unknown, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, absolute or contingent, direct or derivative, to claims for the interruption of or loss to Tenant’s business, based on, extent arising out of or resulting from relating to the Company, except for any cause whatsoever of the foregoing (i) set forth in, pursuant to, or arising out of this Agreement, the Ancillary Agreements, or the transactions contemplated hereby or (ii) in the case of fraud or willful misconduct. The Stockholder Releasors irrevocably covenant to refrain from, directly or indirectly, asserting any claim, or commencing, instituting or causing to be commenced, any action of any kind against any released party, based upon any matter released hereby.
(b) Effective as of the Effective Time, each Parent Party and the Surviving Company on behalf of itself and its past, present or future successors, assigns, employees, agents, equityholders, partners, Affiliates and representatives (including their past, present or future officers and directors) (the “Parent Releasors”) hereby irrevocably and unconditionally releases, acquits and forever discharges (except as otherwise provided in this Article), including but not limited with respect 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 those obligations arising under 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 this Agreement or the destruction Ancillary Agreements) the Equityholders, their respective predecessors, successors, parents, subsidiaries and other Affiliates, and all of their respective current and former officers, directors, members, managers, shareholders, employees, agents and representatives, and each individual who was a director of the Leased Premises; Company at or prior to the Effective Time, of and from any fireand all actions, robberysuits, theftclaims, vandalismcauses of action, mysterious disappearance and/or damages, accounts, liabilities and obligations (including attorneys’ fees) held by any other casualty; Parent Releasor, whether known or unknown, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, absolute or contingent, direct or derivative, to the actions extent arising out of or relating to such Equityholder’s ownership of securities of the Company or such director’s service as a director of the Company, except for any of the foregoing (i) set forth in, pursuant to, or arising out of this Agreement or the transactions contemplated hereby or (ii) in the case of fraud or willful misconduct. The Parent Releasors irrevocably covenant to refrain from, directly or indirectly, asserting any claim, or commencing, instituting or causing to be commenced, any action of any other tenants of the Leased Premises or of kind against any other person or entity; and released party, 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 Landlordmatter released hereby.
Appears in 1 contract
Release. Landlord (a) Effective as of the Closing, Purchaser, on its own behalf and on behalf of, after the Closing, the Group Companies (each, a “Purchaser Releasing Party” and collectively, the “Purchaser Releasing Parties”), hereby irrevocably and unconditionally releases and discharges, to the fullest extent permitted by Law, Seller and its employees respective past, present and agents shall not be liable to Tenantfuture directors, Tenant’s officers, managers, employees, members, partners, shareholders, direct or indirect equity holders, financing sources, Affiliates, agents, assigneesattorneys, subtenantsadvisors, licenseesrepresentatives, concessionairessuccessors, and assigns and Affiliates of the foregoing (collectively, the “Seller Released Parties”) from any and all debts, losses, costs, bonds, suits, actions, causes of action, Liabilities, Taxes, contributions, attorneys’ fees, interest, damages, punitive damages, expenses, claims, potential claims, counterclaims, cross-claims or to demands, in Law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any other person kind or entity for any damage (including indirect and consequential damage)nature or description whatsoever, injurythat the Purchaser Releasing Party had, loss, compensation presently has or may hereafter have or claim whatsoever, including but not limited or assert to claims for have against any of the interruption of or loss Seller Released Parties to TenantSeller’s business, based on, to the extent arising out of or resulting from any cause whatsoever related to Seller’s ownership of the Purchased Interests, in each case at or prior to the Closing (except as otherwise provided collectively, the “Purchaser Released Claims”). This release is intended to be a complete and general release with respect to the Purchaser Released Claims, and specifically includes claims of the type described in this Article)the definition of “Purchaser Released Claims” that are known, unknown, fixed, contingent or conditional, including but not limited to without limitation, breach of fiduciary duty, or such claims arising under the following: repairs to any portion Securities Act 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 Landlord1933, Tenant as amended, or any other person federal, state, blue sky or entity) local Law dealing with any securities. Purchaser hereby waives the protection of any provision of any Law that would operate to preserve any Purchaser Released Claims that are unknown as of the following services: heatingClosing Date. Purchaser shall not, coolingand shall cause the Purchaser Releasing Parties not to, electricalassert any Purchaser Released Claims against any Seller Released Parties. Notwithstanding the foregoing, sewerageno Purchaser Releasing Party releases or waives (i) any claim arising under or relating to this Agreement, waterany Ancillary Document or the transactions contemplated hereby or thereby (including with respect to Fraud) or (ii) any claim arising from any obligations or Liabilities of any Seller Released Party which first arise after the Closing and are not related to the period prior to the Closing. Purchaser, communications, data transmission, plumbing equipment or apparatus; the termination of this Lease arising in connection with the destruction on its own behalf and on behalf of the Leased Premises; Purchaser Releasing Parties, acknowledges that it may not know of or suspect to exist certain Purchaser Released Claims, and hereby waives all rights which may exist under 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.
(b) Effective as of the Closing, for and in consideration of the amount to be paid to Seller under this Agreement, Seller, on its own behalf and on behalf of its officers, directors, direct and indirect equityholders, Subsidiaries and Affiliates, and each of their respective successors and assigns (each, a “Seller Releasing Party” and collectively, the “Seller Releasing Parties”) hereby irrevocably and unconditionally release and discharges, to the fullest extent permitted by Law, Purchaser and each Group Company, and their respective past, present and future directors, officers, managers, employees, members, partners, shareholders, direct or indirect equity holders, financing sources, Affiliates, agents, attorneys, advisors, representatives, successors, and assigns and Affiliates of the foregoing (collectively, the “Purchaser Released Parties”) of, from any fireand all debts, robberylosses, theftcosts, vandalismbonds, mysterious disappearance and/or suits, actions, causes of action, Liabilities, Taxes, contributions, attorneys’ fees, interest, damages, punitive damages, expenses, claims, potential claims, counterclaims, cross-claims or demands, in Law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, that the Seller Releasing Party had, presently has or may hereafter have or claim or assert to have against any of the Purchaser Released Parties to the extent arising out of or related to Seller’s ownership of the Purchased Interests, as applicable, in each case at or prior to the Closing (collectively, the “Seller Released Claims”). This release is intended to be a complete and general release with respect to the Seller Released Claims, and specifically includes claims of the type described in the definition of “Seller Released Claims” that are known, unknown, fixed, contingent or conditional, including without limitation, breach of fiduciary duty, or such claims arising under the Securities Act of 1933, as amended, or any other casualty; federal, state, blue sky or local Law dealing with any securities. Seller hereby waives the actions protection of any other tenants provision of any Law that would operate to preserve any Seller Released Claims that are unknown as of the Leased Premises Closing Date. Seller shall not, and shall cause the Seller Releasing Parties not to, assert any Seller Released Claims against any Purchaser Released Parties. Notwithstanding the foregoing, no Seller Releasing Party releases or waives (i) any claim arising under or relating to this Agreement, any Ancillary Document entered into by Seller or the transactions contemplated hereby or thereby (including with respect to Fraud) or (ii) any claim arising from any obligations or Liabilities of any other person or entity; Seller Released Party which first arise after the Closing and any leakage in any part or portion are not related to the period prior to the Closing. Seller, on its own behalf and on behalf of the Leased PremisesSeller Releasing Parties, acknowledges that it may not know of 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 suspect 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 Tenantexist certain Seller Released Claims, 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 Landlordhereby waives all rights which may exist under California Civil Code Section 1542, 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.which provides as follows:
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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.
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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.
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Release. Landlord 7.15.1 Borrower and its employees Guarantor (collectively, the “Releasing Parties”) for themselves, and agents the Releasing Parties’ successors and assigns shall not be liable to Tenantand do hereby forever relieve, Tenant’s release and discharge Agent, Lenders, and their respective directors, officers, employees, agents, assigneessuccessors, subtenantsadministrators, licenseesassigns, concessionairesloan participants, attorneys, accountants, representatives, affiliates, parents, partners, officers and stockholders (“Released Parties”), jointly and severally, from any and all claims, court actions, debts, liabilities, demands, rents, damages, obligations, promises, acts, loss of revenue, agreements, costs and expenses (including, but not limited to, attorneys’ fees), damages, injuries, actions and causes of action, of whatever kind or nature, whether legal or equitable, known or unknown, suspected or unsuspected, contingent or fixed, based upon, arising out of, appertaining to, any of the matters or facts alleged or set forth in Recitals A through K, inclusive, the lending relationship between Agent and Lenders and the Releasing Parties, or the Collateral, jointly and severally each for matters existing prior to the Closing Date (collectively, the “Released Matters”). The Releasing Parties further agree never to commence, aid or participate in any legal action or other proceeding based in whole or in part upon the foregoing.
7.15.2 As to the matters released herein, the Releasing Parties expressly waive and relinquish any and all rights under section 1542 of the Civil Code of the State of California, (and all similar ordinances and statutory, regulatory, or judicially created laws or rules of other jurisdictions) which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.”
7.15.3 In connection with such waiver and relinquishment, the Releasing Parties acknowledge that they are aware that they may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which they now know or believe to be true. Nevertheless, it is the intention of the Releasing Parties through this Agreement, to fully, finally and forever release only such matters, and all claims relative thereto, which now exist, may exist, or heretofore have existed and relating to periods prior to the Closing Date. In furtherance of such intention, the releases herein given shall be and remain in effect as a full and complete release of such matters notwithstanding the discovery or existence of any such additional or different claims or facts relative thereto.
7.15.4 In entering into the release provided for in this Agreement, the Releasing Parties recognize that no facts or representations are ever absolutely certain; accordingly, they assume the risk of any mistake, and if they should subsequently discover that any understanding of the facts or of the law was incorrect, said party shall not be entitled to set aside this release by reason thereof, regardless of any mistake of fact or law.
7.15.5 The Releasing Parties are the sole and lawful owners of all right, title and interest in and to every claim and other matter which they purport to release herein, and they have not assigned or transferred, or purported to assign or transfer to any other person or entity for any damage claims or other matters herein released. The Releasing Parties, individually and jointly, shall and hereby do indemnify, defend and hold Agent Lenders and the other Released Parties harmless from and against any claims, liabilities, actions, causes of action, demands, injuries, damages, costs, and expenses (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 businessto, attorneys’ fees), based on, arising out of upon 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 any such prior assignment or transfer, or any such purported assignment or transfer, or any claims or other matters released herein.
7.15.6 Releasing Parties each also understand that this release shall apply to all unknown or unanticipated results of the Leased Premises; any firetransactions and occurrences described above, robberyas well as those known and anticipated, theft, vandalism, mysterious disappearance and/or any other casualty; each to the actions of any other tenants extent existing as of the Leased Premises or Closing Date. Releasing Parties have each consulted with legal counsel and with such other experts and advisors as it deemed necessary in connection with the negotiation, execution and delivery of any other person or entity; this Agreement and any leakage in any part or portion of the Leased Premisesprior to signing this Agreement, 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 had an opportunity to obtain such counsel and agreed that any failure or inability knowingly chose not 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 Tenantdo so, and Landlord shall not in any manner be held responsible therefor. In execute this release voluntarily, without duress, with 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 Landlordintention of fully and finally extinguishing all Released Matters.
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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 (a) Executive Officer acknowledges that he or she is not aware of any existing claim or defense, personal or otherwise, or rights of set off whatsoever against OCB, except as expressly provided herein. For and in consideration of the consummation of the Merger and the other transactions contemplated by the Merger Agreement, Executive Officer, for himself/herself and on behalf of his or her heirs and assigns (the “Executive Officer Releasing Parties”), releases, acquits and forever discharges OCB and its employees predecessors, successors, assigns, officers, directors, employees, agents and agents servants, and all persons, natural or corporate, in privity with them or any of them, from any and all known claims or causes of action of any kind whatsoever, at common law, statutory or otherwise, which the Executive Officer Releasing Parties, or any of them, has, now existing or that may hereafter arise in respect of any and all agreements and obligations incurred on or prior to the date hereof, or in respect of any event occurring or circumstances existing on or prior to the date hereof; provided, however, that OCB shall not be liable released from any written contractual obligations or accrued benefits of OCB to Tenant, TenantExecutive Officer as set forth on Schedule 1 attached hereto or any potential claim for indemnification under OCB’s employees, agents, assignees, subtenants, licensees, concessionaires, articles of association or to any other person or entity bylaws (in each case as in existence on the date hereof) 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 matters arising in connection with the destruction Executive Officer’s service as an officer or employee of OCB relating to acts, circumstances, actions or omissions arising on or prior to the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; date hereof to the actions of any other tenants of the Leased Premises extent such claims have not been asserted 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. are not known to Executive Officer.
(b) It further is expressly understood and agreed that any failure the terms hereof are contractual and not merely recitals, and that the agreements herein contained and the consideration herein transferred is to compromise doubtful and disputed claims, and that no releases made or inability to furnish any services other consideration given hereby or in connection herewith shall be construed as an admission of liability, all liability being expressly denied by Landlord shall not be considered an evictionOCB. Executive Officer hereby represents and warrants that the consideration hereby acknowledged for entering into this Agreement and the transactions contemplated hereby is greater than the value of all claims, actual or constructivedemands, actions and causes of Tenant from the Leased Premises action herein relinquished, released, renounced, abandoned, acquitted, waived and/or discharged, and shall not entitle Tenant to terminate that this Lease or to an abatement Agreement is in full settlement, satisfaction and discharge of any Rent payable hereunder. Any goodsand all such claims, property or personal effects stored or placed by Tenantdemands, 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 Tenantactions, and Landlord shall not causes of action that Executive Officer may have or be entitled to against OCB and its predecessors, assigns, legal representatives, officers, directors, employees, attorneys and agents other than obligations or liabilities to Executive Officer in connection with 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 written contractual obligations or accrued benefits of OCB to Executive Officer as 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 Landlordforth on Schedule 1 attached hereto.
Appears in 1 contract
Sources: Merger Agreement (Sierra Bancorp)
Release. Landlord and its employees and agents shall not be liable to TenantIn consideration for the promise by NEUROLOGIX, Tenant’s employeesINC., agents, assignees, subtenants, licensees, concessionaires, or to any other person or entity for any damage a Delaware corporation (including indirect and consequential damagethe “Company”), injury, loss, compensation or claim whatsoever, including but not limited to claims for pay the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except Consideration 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 set forth and defined in the use Consulting Agreement, dated as of October 1, 1999, between 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 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 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 ▇ ▇. During (as amended, restated, supplemented or otherwise modified from time to time, the “Consulting Agreement”), the undersigned ▇▇. ▇▇▇▇▇▇▇ ▇. DURING, for recovering upon a claim shall be himself and his heirs, legal representatives, successors and assigns (collectively, the “During Parties”), hereby fully and irrevocably releases, acquits and discharges the Company, together with its past, present and future stockholders, directors, officers, employees, agents, representatives, subsidiaries, parent and affiliate entities, predecessors, successors, and assigns (collectively, the “Released Parties”), irrevocably from any and all liabilities, damages, losses, obligations, rights, actions, claims, defenses, debts, demands, costs, contracts, allegations and causes of action, whether known or unknown, suspected or unsuspected, latent or patent, direct or indirect, at law or in equity, which the During Parties had, now have, or may have against the Released Parties, except for (i) any claims and rights to institute an independent indemnification or insurance coverage that the During Parties have or may have (past, present and future) in relationship to Company activities, (ii) any obligations on the part of the Company to defend and hold harmless the During Parties from and against any past, current or future legal action against Landlordor litigation arising out of the During Parties’ activities on behalf of, and authorized by, the Company, including, but not limited to, any litigation associated with subjects involved in clinical trials, including ▇▇▇▇▇▇ ▇▇▇▇▇, (iii) the expense reimbursement described in Section 3(b) of the Consulting Agreement, (iv) the right to enforce the terms of this Release and (v) any claims arising after the execution of this Agreement (other than claims specifically related to compensation, which claims the undersigned hereby acknowledges are forever released and discharged).
Appears in 1 contract
Release. Landlord Upon the Date of Final Judgment, each Releasing Party shall automatically and its employees without further action by the Releasing Party completely release, acquit, and agents shall not be liable to Tenantforever discharge the Butterball Released Parties from any and all claims, Tenant’s employeesdemands, agentsactions, assigneessuits, subtenantscauses of action, licenseeswhether class, concessionairesprivate attorney general, parens patriae, qui tam, taxpayer, or to any other person capacity, direct or entity for indirect, or in their individual capacity or otherwise in nature (whether or not any damage (including indirect 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 capacity) that the Releasing Party ever had, now has, or hereafter can, shall, or may ever have, on account of, or in any way arising out of, any and consequential damage)all known and unknown, injuryforeseen and unforeseen, losssuspected or unsuspected, compensation actual or claim whatsoevercontingent, including but not limited to claims for liquidated or unliquidated claims, direct or indirect, injuries, losses, civil or other penalties, restitution, disgorgement, damages, and the interruption of consequences thereof that have been asserted, or loss to Tenant’s businesscould have been asserted, based on, in the Complaint or under any federal law or any state law in any way arising out of or resulting from relating in any cause whatsoever way to an alleged or actual conspiracy or agreement between any of the Defendants relating, directly or indirectly, to (except as otherwise a) the Compensation paid or 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 Releasing Parties, directly or any equipment therein; any accident or damage resulting from the use or operation (indirectly, by LandlordDefendants, Tenant or any other person or entity) of the following services: heatingalleged co-conspirators, coolingtheir respective subsidiaries, electricalaffiliates, 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 related entities (including but not limited to data stored magnetically reducing competition for the hiring and retaining of, or electronicallyto fixing, depressing, restraining, exchanging information about, or otherwise reducing that Compensation); or (b) exchanging information regarding the Compensation paid or provided to the Releasing Parties (any one, some or all of such claims are referred to herein as the “Released Claims”). Notwithstanding the above, “Released Claims” do not include (i) claims asserted against any Defendant other than the Butterball Released Party/ies, and (ii) any claims that are both wholly unrelated to the allegations or underlying conduct alleged in the Action and based on breach of contract, negligence, personal injury, bailment, failure to deliver lost goods, damaged or delayed goods, product defect, discrimination, COVID-19 safety protocols, failure to comply with wage and hours laws unrelated to anticompetitive conduct, or securities claims. This reservation of claims set forth in (i) and (ii) of this paragraph does not impair or diminish the right of the Butterball Released Parties to assert any and all defenses to such claims (including but not limited to immunity). During the period after the expiration of the deadline for submitting an opt-out notice, as determined by the Court, and prior to the Date of Final Judgment, all Releasing Parties who have not submitted a valid request to be excluded from the Settlement Class shall be at preliminarily enjoined and barred from asserting any Released Claims against any of the sole risk Butterball Released Party/ies. The release of Tenantthe Released Claims will become effective as to all Releasing Parties as of the Date of Final Judgment. As of the Date of Final Judgment, and Landlord shall each Releasing Party further agrees that he or she or they will not in file any manner be held responsible therefor. In other suit against the event that at any time during Butterball Released Party/ies arising out of or relating to 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 1 contract
Sources: Settlement Agreement
Release. Landlord (a) Each of Parent, Borrower and each other Guarantor hereby acknowledge and agrees that as of January 25, 2013, the aggregate outstanding principal amount of the Advances under the Credit Agreement was $0 and the Letter of Credit Usage was $6,089,747 and that such Obligations are payable pursuant to the Credit Agreement as modified hereby without defense, offset, withholding, counterclaim, or deduction of any kind. For the avoidance of doubt, Parent, Borrower and each other Guarantor hereby acknowledge and agrees that the foregoing does not include accrued and unpaid interest, fees, costs, and expenses under the Loan Documents. Parent and each other Guarantor hereby acknowledges, confirms and reaffirms (i) that all of such Obligations constitute Guarantied Obligations (as defined in the Guaranty), and (ii) all obligations owing by it to the Lender Group under any Loan Document to which it is a party, in each case, are unconditionally owing by it to the Agent, without offset, defense, withholding, counterclaim, or deduction of any kind, nature, or description whatsoever.
(b) Effective on the date hereof, each of Borrower and each Guarantor, for itself and on behalf of its employees successors, assigns, and officers, directors, employees, agents shall not and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Agent and each Lender, each of their respective Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other persons and entities to whom any member of the Lenders would be liable if such persons or entities were found to be liable to TenantBorrower or such Guarantor (each a “Releasee” and collectively, Tenant’s employeesthe “Releasees”), agentsfrom any and all past, assigneespresent and future claims, subtenantssuits, licenseesliens, concessionaireslawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, which Borrower or such Guarantor ever had from the beginning of the world to the date hereof, now has, or might hereafter have against any such Releasee which Claims relate, directly or indirectly, to any act or omission by any Releasee that occurred on or prior to the date of this Amendment and relate, directly or indirectly, to the Credit Agreement, any other Loan Document, or to any other person acts or entity for omissions of 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 such Releasee with respect 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) to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in this Amendment or the Loan Documents. As to each and every Claim released hereunder, each of Borrower and each Guarantor hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the following services: heating, cooling, electrical, sewerage, water, communications, data transmission, plumbing equipment or apparatus; the termination provisions of this Lease arising in connection with the destruction Section 1542 of the Leased Premises; Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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.” As to each and every Claim released hereunder, each of Borrower and each Guarantor also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of New York), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Each of Borrower and each Guarantor acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any firesuch differences or additional facts. Each of Borrower and each Guarantor understands, robberyacknowledges 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, theftsuit or other proceeding which may be instituted, vandalismprosecuted or attempted in breach of the provisions of such release.
(c) Each of Borrower and each Guarantor, mysterious disappearance and/or for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any other casualty; Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the actions basis of any other tenants Claim released, remised and discharged by such Person pursuant to the above release. Each of Borrower and each Guarantor further agrees that it shall not dispute the validity or enforceability of the Leased Premises Credit Agreement or of any other person or entity; and any leakage in any part or portion of the Leased Premisesother Loan Documents or any of its obligations thereunder, or from waterthe validity, rainpriority, ice enforceability or snow that may leakthe extent of Agent’s Lien on any item of Collateral under the Credit Agreement or the other Loan Documents. If Borrower, intoany Guarantor or any of their respective successors, assigns, or flow fromofficers, any part of the Leased Premisesdirectors, employees, agents or attorneys, or from drainsany Person acting for or on behalf of, pipes or plumbing fixtures claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in the Leased Premises. It further is understood addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and agreed that any failure or inability to furnish any services costs incurred by Landlord shall not be considered an eviction, actual or constructive, such Releasee as a result 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 violation.
Appears in 1 contract
Release. Landlord (a) Except as contemplated in this Agreement or with respect to claims that arise under this Agreement or any of the transactions contemplated hereby, effective as of the Closing Date, in consideration of the mutual covenants and agreements contained herein, each of Buyer and Seller, on behalf of itself and its Affiliates, successors and assigns hereby unconditionally and irrevocably release, waive and forever discharge the other party and their Affiliates and the past and present equityholders, owners, managers, directors, officers, employees and agents shall not be liable to Tenant, Tenant’s employees(in their capacity as such), agents, assigneesrepresentatives, subtenantspredecessors, licenseessuccessors and assigns of each of the foregoing, concessionairesin each case now or hereafter existing (collectively, the “Released Persons”) from, and hereby acknowledges full accord and satisfaction of, 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 and expert fees, which the other party ever had, now has or hereafter can, shall or may have, against the Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, in law or equity, for, upon or by reason of any matter, thing or cause, relating to, occurring on or deriving from the period prior to the Closing Date.
(b) Each of Buyer and Seller represents and warrants to the Released Persons that it has not assigned any such claim set forth in Section 6.11(a) and agrees to indemnify and hold harmless the Released Persons from and against any and all Liabilities arising from or in any way related to (i) any such assignment and (ii) any Action by a third party arising from or in any way related to the relationship among Buyer or Seller, as applicable, and the Released Persons, which is subject to Section 6.11.
(c) Each of Buyer and Seller hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Released Person, based upon any matter purported to be released hereby.
(d) Subject to and to the extent permitted under applicable Law (including Sections 258-264 of the Israeli Companies Law, 5759-1999), each Target Company hereby unconditionally and irrevocably waives any claims that it has or may have against any Resigning Director with respect to any other person matter, occurrence, event, debt or entity for Liability relating to, occurring on or deriving from the period prior to Closing, and releases each Resigning Directors from any damage and all actions, claims or demands with respect thereto.
(including indirect e) Anything to the contrary notwithstanding: (i) the foregoing releases are conditioned upon the consummation of the Closing and consequential damage)shall become null and void, injury, loss, compensation or claim and shall have no effect whatsoever, including but not limited to claims for without any action on the interruption part 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 upon termination of this Lease arising Agreement in connection accordance 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 entityits terms; and (ii) should any leakage in any part or portion provision of the Leased Premisesthese releases be found, held, declared, determined, or from waterdeemed by any court of competent jurisdiction to be void, rainillegal, ice invalid or snow that may leakunenforceable under any applicable statute or controlling law, intothe legality, or flow fromvalidity, any part and enforceability of such provision should be construed as extending to the Leased Premisesmaximum extent possible under such applicable law, or from drains, pipes or plumbing fixtures in and the Leased Premises. It further is understood and agreed that any failure or inability to furnish any services by Landlord shall remaining provisions 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 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 Landlordaffected.
Appears in 1 contract
Release. Landlord As a material inducement to Buyer to enter into this Agreement, Founder and Seller, on his or its own behalf and on behalf of his or its Affiliates, agrees not to s▇▇ and fully releases and forever discharges Buyer and its employees and agents shall not be liable to Tenantrespective directors, Tenant’s officers, employees, members, managers, shareholders, agents, assigneesassigns and successors, subtenantspast and present (collectively, licenseesthe “Released Persons”), concessionaireswith respect to and from any and all Proceedings, demands, rights, liens, Contracts, covenants, Liabilities, debts, expenses (including reasonable attorneys’ fees) and Losses of whatever kind or nature in law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden; provided, that nothing in this Section 13.19 shall prohibit Seller or Founder from enforcing his or its rights under this Agreement; provided, further, that nothing in this Section 13.19 shall constitute a release by Founder of Founder’s right to receive any unpaid salary, expense reimbursement and/or other employment-related compensation accrued in the Ordinary Course of Business after the Closing pursuant to the Founder Employment Agreement. Without limiting the generality of the foregoing, Founder and Seller hereby waive, release and agree not to make any claim or bring any contribution, cost recovery or other action against Buyer, except as provided above. It is the intention of Founder and Seller that such release be effective as a bar to each and every demand and Proceeding hereinabove specified and in furtherance of such intention, Seller and Founder, on his or its own behalf and on behalf of his or its Affiliates, hereby expressly waives, effective as of the Closing, any and all rights and benefits conferred upon such Person by the provisions of applicable Law (except as provided above) and expressly agrees that this release will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected demands and Proceedings, if any, as those relating to any other person or entity for any damage (including indirect demands and consequential damage)Proceedings hereinabove specified, 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 only to the following: repairs extent such provision is applicable 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 Landlordreleases such as this.
Appears in 1 contract
Release. Landlord Arch Coal and its employees each Guarantor (each, a “Releasing Party” and agents collectively, the “Releasing Parties”), does hereby remise, release and discharge, and shall not be liable deemed to Tenanthave forever remised, Tenant’s released and discharged, the First Lien Agent and each of the First Lien Lenders, and each of their respective subsidiaries, officers, directors, managers, principals, employees, agents, assigneesfinancial advisors, subtenantsattorneys, licenseesaccountants, concessionairesinvestment bankers, consultants, representatives and other professionals and the respective successors and assigns thereof, in each case, in their respective capacity as such (collectively hereinafter the “Released Parties”), from any and all obligations and liabilities to the Releasing Parties (and their successors and assigns) and from any and all claims, counterclaims, demands, debts, accounts, contracts, liabilities, actions and causes of action arising prior to the Effective Date of any kind, nature or description, whether known or unknown, matured or unmatured, foreseen or unforeseen or liquidated or unliquidated, arising in law or equity or upon contract or tort or under any state or federal law or otherwise, arising out of or related to the First Lien Credit Agreement or any of the other Loan Documents (as defined in the First Lien Credit Agreement), the obligations owing and the financial obligations made thereunder, the negotiation thereof and of the deal reflected thereby, and the obligations and financial obligations made thereunder, in each case that Arch Coal or any of the Guarantors at any time had, now have or may have, or that their successors or assigns hereafter can or may have against any of the Released Parties for or by reason of any act, omission, matter, cause or thing whatsoever arising at any time on or prior to the Effective Date. The RSA Assumption Order shall provide that, with respect to all other parties in interest, including, without limitation, any official committee of unsecured creditors appointed in the Bankruptcy Cases and 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 acting on behalf 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 LandlordCompany, 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 electronicallySection 6.20(b) shall be binding on such parties at the sole risk time and to the extent set forth in the applicable paragraphs 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 LandlordDIP Order.
Appears in 1 contract
Release. Landlord As a material part of the consideration for the Administrative Agent, the 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 1 contract
Sources: Credit Agreement (Global Power Equipment Group Inc.)
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 (as amended in Annex A) 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
Release. Landlord In order to induce the Agent and the Banks to enter into this Amendment, the Borrower, on behalf of itself and its Subsidiaries, acknowledges and agrees that: (a) none of the Borrower nor such Subsidiaries has any claim or cause of action against the Agent, the Swing Line Lender, the Collateral Agent or any Bank (or any of their respective directors, officers, employees or agents); (b) none of the Borrower nor such Subsidiaries has any offset rights, counterclaims or defenses of any kind against any of its respective obligations, indebtedness or liabilities to the Agent, the Swing Line Lender, the Collateral Agent or any Bank; and agents shall not (c) each of the Agent, the Swing Line Lender, the Collateral Agent and the Banks has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrower and each such Subsidiary. The Borrower, 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 Swing Line Lender's, the Collateral Agent's or the Banks' rights, interests, contracts, collateral security or remedies. Therefore, the Borrower, 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 Swing Line Lender, the Collateral Agent or any Bank to the Borrower or any of its Subsidiaries, except the obligations to be liable to Tenantperformed by the Agent, Tenant’s employeesthe Swing Line Lender, the Collateral Agent 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 the Borrower or any such Subsidiary might otherwise have against the Agent, the Swing Line Lender, the Collateral Agent, 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 1 contract
Release. Landlord (a) Effective as of the Closing Date, each of SM Preferred hereby releases and forever discharges WPT and its employees Affiliates and, as applicable, their respective interestholders, partners, shareholders, members, directors, officers, managers, employees, agents and representatives and the successors and assigns of all of the foregoing (collectively, the “WPT Released Parties”) from any and all claims, controversies, actions, causes of action, cross-claims, counter-claims, rights, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date of this Agreement) and whether known or unknown, suspected, or claimed against any of the WPT Released Parties that SM Preferred or its Affiliates or any of their respective successors or assigns may have arising under the Partnership Agreement, the Inducement Agreement dated as of October 3, 2016 between WPT and SM Preferred (the “Inducement Agreement”), or the transactions contemplated thereby (all of the foregoing collectively referred to as the “SM Preferred Released Claims”), other than SM Preferred Released Claims arising under this Agreement and any claim for indemnification by WPT under the Partnership Agreement.
(b) Effective as of the Closing Date, WPT hereby releases and forever discharges SM Preferred and its Affiliates and, as applicable, their respective interestholders, partners, shareholders, members, directors, officers, managers, employees, agents and representatives and the successors and assigns of all of the foregoing (collectively, the “SM Preferred Released Parties”) from any and all claims, controversies, actions, causes of action, cross-claims, counter-claims, rights, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date of this Agreement) and whether known or unknown, suspected, or claimed against any of the SM Preferred Released Parties that WPT or its Affiliates or any of their respective successors or assigns may have, arising under the Partnership Agreement, the Inducement Agreement, or the transactions contemplated thereby (all of the foregoing collectively referred to as the “WPT Released Claims” and, collectively with the SM Preferred Released Claims, the “Claims”), other than WPT Released Claims arising under this Agreement, any claim for indemnification by SM Preferred under the Partnership Agreement and certain claims for indemnification, contribution or reimbursement (as more specifically described in Section 6(b) below) under the Evercore Engagement Letter (as defined below).
(c) SM Preferred and WPT acknowledge and intend that this Section 4 shall be effective as a bar to each and every one of the Claims herein above mentioned or implied. SM Preferred and WPT expressly consent that this Section 4 shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected or unanticipated Claims), if any, as well as those relating to any other Claims herein above mentioned or implied. SM Preferred and WPT acknowledge and agree that these waivers are an essential and material term of this Agreement. SM Preferred and WPT further agree that in the event either should assert any Claim, as applicable, seeking damages against any of the WPT Released Parties (in the case of a Claim asserted by SM Preferred) or the SM Preferred Released Parties (in the case of a Claim asserted by WPT), this Section 4 shall serve as a complete defense to any such Claim.
(d) SM Preferred and WPT agree that this Section 4 shall not be liable to Tenant, Tenant’s employees, agents, assignees, subtenants, licensees, concessionaires, deemed 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 construed at any time during to be an admission by any SM Preferred Released Party, WPT Released Party, WPT or SM Preferred, as applicable, of any improper or unlawful conduct. SM Preferred and WPT also agree that if either violates this Section 4 by suing any of the Lease Term Tenant WPT Released Parties (in the case of a suit by SM Preferred) or the SM Preferred Released Parties (in the case of a suit by WPT), such violating party will pay all costs and expenses of defending against the suit incurred by the WPT Released Parties or the SM Released Parties, as applicable, including reasonable attorneys’ fees. Each of SM Preferred and WPT acknowledges and agrees that it may hereafter discover facts different from or in addition to those now known, or believed to be true, regarding the subject matter of this Section 4 and further acknowledges and agrees that this Section 4 shall have a claim against Landlordremain in full force and effect, Tenant shall notwithstanding the existence of any different or additional facts.
(e) To the knowledge of SM Preferred there does not have exist any SM Preferred Released Claim of the right to set off type described in or deduct implied by Section 4(a) and SM Preferred is not aware of any pending or threatened SM Preferred Released Claims of the amount owed type described in or allegedly owed to Tenant from implied by Section 4(a). SM Preferred has made no assignment or transfer of any Rent of the SM Preferred Released Claims described in 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 Landlordimplied by Section 4(a). To the knowledge of WPT there does not exist any WPT Released Claim of the type described in or implied by Section 4(b) and WPT is not aware of any pending or threatened WPT Released Claims of the type described in or implied by Section 4(b). WPT has made no assignment or transfer of any of the WPT Released Claim described in or implied by Section 4(b).
Appears in 1 contract
Sources: Redemption and Restricted Share Purchase Agreement (Workspace Property Trust)
Release. Landlord Upon the Date of Final Judgment, each Releasing Party shall automatically and its employees without further action by the Releasing Party completely release, acquit, and agents shall not be liable to Tenantforever discharge the ▇▇▇▇ Released Parties from any and all claims, Tenant’s employeesdemands, agentsactions, assigneessuits, subtenantscauses of action, licenseeswhether class, concessionairesprivate attorney general, parens patriae, qui tam, taxpayer, or to any other person capacity, direct or entity for indirect, or in their individual capacity or otherwise in nature (whether or not any damage (including indirect 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 capacity) that the Releasing Party ever had, now has, or hereafter can, shall, or may ever have, on account of, or in any way arising out of, any and consequential damage)all known and unknown, injuryforeseen and unforeseen, losssuspected or unsuspected, compensation actual or claim whatsoevercontingent, including but not limited to claims for liquidated or unliquidated claims, direct or indirect, injuries, losses, civil or other penalties, restitution, disgorgement, damages, and the interruption of consequences thereof that have been asserted, or loss to Tenant’s businesscould have been asserted, based on, in the Complaint or under any federal law or any state law in any way arising out of or resulting from relating in any cause whatsoever way to an alleged or actual conspiracy or agreement between any of the Defendants relating, directly or indirectly, to (except as otherwise a) the Compensation paid or 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 Releasing Parties, directly or any equipment therein; any accident or damage resulting from the use or operation (indirectly, by LandlordDefendants, Tenant or any other person or entity) of the following services: heatingalleged co-conspirators, coolingtheir respective subsidiaries, electricalaffiliates, 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 related entities (including but not limited to data stored magnetically reducing competition for the hiring and retaining of, or electronicallyto fixing, depressing, restraining, exchanging information about, or otherwise reducing that Compensation); or (b) shall be at exchanging information regarding the sole risk Compensation paid or provided to the Releasing Parties (any one, some or all of Tenantsuch claims are referred to herein as the “Released Claims”). Notwithstanding the above, and Landlord shall “Released Claims” do not in include (i) claims asserted against any manner be held responsible therefor. In Defendant other than 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 ▇▇▇▇ Released Parties, and (ii) any claims that are both wholly unrelated to the allegations or underlying conduct alleged in the Action and based on breach of contract, negligence, personal injury, bailment, failure to deliver lost goods, damaged or delayed goods, product defect, discrimination, COVID-19 safety protocols, failure to comply with wage and hours laws unrelated to anticompetitive conduct, or securities claims. This reservation of claims set forth in (i) and (ii) of this paragraph does not impair or diminish the right of the ▇▇▇’s sole remedy ▇ Released Parties to assert any and all defenses to such claims (including but not limited to immunity). During the period after the expiration of the deadline for recovering upon submitting an opt-out notice, as determined by the Court, and prior to the Date of Final Judgment, all Releasing Parties who have not submitted a claim valid request to be excluded from the Settlement Class shall be preliminarily enjoined and barred from asserting any Released Claims against any of the ▇▇▇▇ Released Parties. The release of the Released Claims will become effective as to institute an independent action all Releasing Parties as of the Date of Final Judgment. As of the Date of Final Judgment, each Releasing Party further agrees that he or she or they will not file any other suit against Landlordthe ▇▇▇▇ Released Parties arising out of or relating to the Released Claims.
Appears in 1 contract
Sources: 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 judgment shall have fully, finally, and forever completely compromised, settled, released, acquitted, resolved, relinquished, 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 capacity), that the Releasing Parties ever had, now have, or hereafter can, shall, or may ever have, on account of, or in any 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 predicates of the Action (the “Released Claims”). Notwithstanding the above, “Released Claims” do not include (i) claims asserted against any Defendant or alleged Co- Conspirator other than the Tyson Released Parties, nor (ii) any claims wholly unrelated to the allegations in the Action that are based on breach of contract, any negligence, personal injury, bailment, failure to deliver lost goods, damaged or delayed goods, product defect, a securities claim, or breach of warranty. This reservation of claims set forth in (i) and (ii) of this paragraph does not impair or diminish the right of the Tyson Released Parties to 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 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 the Tyson Released Parties. The release of the Released Claims shall become effective as to all Releasing Parties upon Final Judgment. Upon Final Judgment, the Releasing Parties further agree that they shall not be liable to Tenantassert any claim, Tenant’s employeesdirectly or indirectly, 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 against the interruption of or loss to Tenant’s business, based on, 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 1 contract
Sources: Settlement Agreement
Release. Landlord (a) Each of the Lenders, the Borrowers and its employees the other Company Parties hereby unconditionally and agents shall not be liable irrevocably waives all claims, 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, which any of them may have or claim to Tenanthave against Barclays or Barclays Capital, Tenant’s in each case in any capacity, their Affiliates and each of their respective current and former agents, employees, agentsofficers, assigneesdirectors, subtenantsrepresentatives, licenseesattorneys, concessionairessuccessors and assigns (collectively, or the “Released Parties”) 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 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 Credit Documents (collectively, the “Claims”). Each of the Leased Premises; Lenders, the Borrowers and the other Company Parties further agrees forever to refrain from commencing, instituting or prosecuting any firelawsuit, robberyaction, theft, vandalism, mysterious disappearance and/or claim or other proceeding against any other casualty; the actions of Released Parties with respect to any other tenants and all of the Leased Premises or of any other person or entity; foregoing described waived, released, acquitted and any leakage in any part or portion discharged Claims. Each of the Leased PremisesReleased Parties shall be a third party beneficiary of this Agreement.
(b) Each of the Lenders, the Borrowers and the other Company Parties hereby waives and relinquishes to the fullest extent permitted by law, any and all provisions, rights and benefits conferred by any law of the United States or any state or territory of the United States, or from waterprinciple of common law, rainwhich governs or limits a person’s release of unknown claims; further, ice or snow that may leak, into, or flow from, any part each of the Leased PremisesLenders, or from drains, pipes or plumbing fixtures in the Leased Premises. It further is understood Borrowers 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 other Company Parties (including but not limited to data stored magnetically or electronicallyi) shall be at the sole risk of Tenantdeemed to waive, and Landlord shall not in any manner be held responsible therefor. In hereby expressly waives and relinquishes, to the event that at any time during fullest extent permitted by law, the Lease Term Tenant shall have a claim against Landlordprovisions, Tenant shall not have rights and benefits of Section 1542 of the right to set off or deduct the amount owed or allegedly owed to Tenant from any Rent or other sums payable to LandlordCalifornia Civil Code, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR; and (ii) shall be deemed to institute an independent action against Landlordalso waive, and hereby expressly waives and relinquishes, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principles of common law, which are similar, comparable or equivalent to Section 1542 of the California Civil Code.
Appears in 1 contract
Sources: Amendment Agreement (Cit Group Inc)
Release. Landlord (a) Effective as of the Closing, Buyer, the Business Companies and its their respective controlled Affiliates (the “Buyer Releasing Parties”), hereby fully and unconditionally release, acquit and forever discharge the current and former managers and directors of the Business Companies and the Business JVs (to the extent such current or former managers and directors are or were employees of the Sellers or any of their Affiliates) (in each case, solely in their capacities as managers and/or directors), the Sellers, and agents shall not be liable to Tenanttheir respective controlled Affiliates, Tenant’s and their respective former, current and future equityholders, controlling persons, directors, officers, employees, agents, assigneesRepresentatives, subtenantscontrolled Affiliates, licenseesmembers, concessionairesmanagers, general or limited partners, or to assignees (or any other person former, current or entity for future equityholder, controlling person, director, officer, employee, agent, Representative, controlled Affiliate, member, manager, general or limited partner, or assignee of any damage of the foregoing) (including indirect each, a “Seller Released Party”) from any and consequential damage)all manner of actions, injurycauses of actions, lossclaims, obligations, demands, damages, costs, expenses, compensation or other relief, whether known or unknown, whether in law or equity, that such party ever had, now has or ever may have or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, have against any Seller Released Party arising out of or resulting relating to or accruing from their relationship with the Business Companies, the Business JVs or the Business prior to the Closing (including in respect of the management or operation of the Business Companies and the Business JVs), excluding any cause whatsoever (except claims under this Agreement or the Ancillary Agreements and any claims with respect to Fraud. Effective as otherwise of the Closing, the Buyer Releasing Parties expressly waive all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Each Buyer Releasing Party understands the significance of this release of unknown claims and waiver of statutory protection against a release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Buyer, for itself and on behalf of each of the other Buyer Releasing Parties, acknowledges that the Sellers will be relying on the waiver and release 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 entitySection 11.15(a) 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 entering into this Agreement and that this Section 11.15(a) is intended for the destruction benefit of, and to grant third-party rights to, each equityholder of the Leased Premises; Sellers and their respective Affiliates to enforce this Section 11.15(a). Effective as of the Closing, Buyer, for itself and on behalf of each of the other Buyer Releasing Parties, acknowledges that they are familiar with the provisions of California Civil Code Section 1542, which states that “A general release does not extend to claim 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.” Being aware of said code section, effective as of the Closing, Buyer, for itself and on behalf of each of the other Buyer Releasing Parties, expressly waives any firerights they may have thereunder, robbery, theft, vandalism, mysterious disappearance and/or as well as under any other casualty; statute or common law principle of similar effect, with respect to the actions claims released hereunder.
(b) Effective as of the Closing, Sellers and their respective controlled Affiliates (the “Sellers Releasing Parties”), hereby fully and unconditionally release, acquit and forever discharge the current and former managers and directors of the Business Companies and the Business JVs (to the extent such current or former managers and directors are or were employees of the Sellers or any of their Affiliates) (solely, in each case, in their capacities as managers and/or directors), Buyer and their respective controlled Affiliates, and their respective former, current and future equityholders, controlling persons, directors, officers, employees, agents, Representatives, controlled Affiliates, members, managers, general or limited partners, or assignees (or any former, current or future equityholder, controlling person, director, officer, employee, agent, Representative, controlled Affiliate, member, manager, general or limited partner, or assignee of any other tenants of the Leased Premises foregoing) (each, a “Buyer Released Party”) from any and all manner of actions, causes of actions, claims, obligations, demands, damages, costs, expenses, compensation or other relief, whether known or unknown, whether in law or equity, that such party ever had, now has or ever may have or claim to have against any Buyer Released Party arising out of or relating to or accruing from their relationship with the Business Companies, the Business JVs or the Business prior to the Closing (including in respect of the management or operation of the Business Companies and the Business JVs), excluding any claims under this Agreement or the Ancillary Agreements and any claims with respect to Fraud. Effective as of the Closing, the Sellers Releasing Parties expressly waive all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Each Sellers Releasing Party understands the significance of this release of unknown claims and waiver of statutory protection against a release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. The Sellers, for themselves and on behalf of each of the other Sellers Releasing Parties, acknowledge that Buyer will be relying on the waiver and release provided in this Section 11.15(b) in connection with entering into this Agreement and that this Section 11.15(b) is intended for the benefit of, and to grant third-party rights to, each equityholder of Buyer and their respective Affiliates to enforce this Section 11.15(b). Effective as of the Closing, the Sellers, for themselves and on behalf of each of the other Sellers Releasing Parties, acknowledges that they are familiar with the provisions of California Civil Code Section 1542, which states that “A general release does not extend to claim 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.” Being aware of said code section, effective as of the Closing, the Sellers, for themselves and on behalf of each of the other Sellers Releasing Parties, expressly waive any rights they may have thereunder, as well as under any other person statute or entity; and any leakage in any part or portion common law principle of similar effect, with respect to 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 claims released 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 1 contract
Sources: Securities Purchase Agreement (Martin Marietta Materials 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) Borrower hereby acknowledges and agrees that as of September 23, 2014, the aggregate outstanding principal amount of the indebtedness under the Credit Agreement and the other Loan Documents (including the Promissory Note) was $45,000,000 and that such principal amount is payable pursuant to the Credit Agreement and the other Loan Documents as modified hereby without defense, offset, withholding, counterclaim, or deduction of any kind.
(b) Effective on the date hereof, each of Borrower and each Subsidiary Guarantor, for itself and on behalf of its employees successors, assigns, and officers, directors, employees, agents shall not and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Lender, each of its Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other persons and entities to whom Lender would be liable if such persons or entities were found to be liable to TenantBorrower or such Subsidiary Guarantor (each a “Releasee” and collectively, Tenant’s employeesthe “Releasees”), agentsfrom any and all past, assigneespresent and future claims, subtenantssuits, licenseesliens, concessionaireslawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the “Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, which Borrower ever had from the beginning of the world to the date hereof, or now has, against any such Releasee which relates, directly or indirectly to the Credit Agreement, any other Loan Document, or to any other person acts or entity for omissions of 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 such Releasee with respect 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) to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in any of the following services: heatingLoan Documents or in this Amendment. As to each and every Claim released hereunder, coolingBorrower and each Subsidiary Guarantor hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, electricaland having been so advised, sewerage, water, communications, data transmission, plumbing equipment or apparatus; specifically waives the termination of this Lease arising in connection with the destruction benefit of the Leased Premises; provisions of Section 1542 of the Civil Code of California which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A 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.” As to each and every Claim released hereunder, Borrower and each Subsidiary Guarantor also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of California), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto. Borrower and each Subsidiary Guarantor each acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any firesuch differences or additional facts. Each Borrower and each Subsidiary Guarantor understands, robberyacknowledges 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, theftsuit or other proceeding which may be instituted, vandalismprosecuted or attempted in breach of the provisions of such release.
(c) Each of Borrower and each Subsidiary Guarantor, mysterious disappearance and/or for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any other casualty; Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not ▇▇▇ (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the actions basis of any Claim released, remised and discharged by such Person pursuant to the above release. If Borrower or any Subsidiary Guarantor or any of its respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other tenants damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.
(d) For purposes of Section 6(b) and (c), the term “Lender” shall include Participant. The Participant shall be an express third party beneficiary of the Leased Premises or provisions of any other person or entity; Section 6(b) 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 Landlordc).
Appears in 1 contract
Sources: Credit Agreement (Saba Software Inc)
Release. Landlord Upon the Date of Final Judgment, each Releasing Party shall automatically and its employees without further action by the Releasing Party completely release, acquit, and agents shall not be liable to Tenantforever discharge the O.K. Foods Released Parties from any and all claims, Tenant’s employeesdemands, agentsactions, assigneessuits, subtenantscauses of action, licenseeswhether class, concessionairesprivate attorney general, parens patriae, qui tam, taxpayer, or to any other person capacity, direct or entity for indirect, or in their individual capacity or otherwise in nature (whether or not any damage (including indirect 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 capacity) that the Releasing Party ever had, now has, or hereafter can, shall, or may ever have, on account of, or in any way arising out of, any and consequential damage)all known and unknown, injuryforeseen and unforeseen, losssuspected or unsuspected, compensation actual or claim whatsoevercontingent, including but not limited to claims for liquidated or unliquidated claims, direct or indirect, injuries, losses, civil or other penalties, restitution, disgorgement, damages, and the interruption of consequences thereof that have been asserted, or loss to Tenant’s businesscould have been asserted, based on, in the Complaint or under any federal law or any state law in any way arising out of or resulting from relating in any cause whatsoever way to an alleged or actual conspiracy or agreement between any of the Defendants relating, directly or indirectly, to (except as otherwise a) the Compensation paid or 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 Releasing Parties, directly or any equipment therein; any accident or damage resulting from the use or operation (indirectly, by LandlordDefendants, Tenant or any other person or entity) of the following services: heatingalleged co-conspirators, coolingtheir respective subsidiaries, electricalaffiliates, 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 related entities (including but not limited to data stored magnetically reducing competition for the hiring and retaining of, or electronicallyto fixing, depressing, restraining, exchanging information about, or otherwise reducing that Compensation); or (b) shall be at exchanging information regarding the sole risk Compensation paid or provided to the Releasing Parties (any one, some or all of Tenantsuch claims are referred to herein as the “Released Claims”). Notwithstanding the above, “Released Claims” do not include (i) claims asserted against any Defendant other than the O.K. Foods Released Parties, and Landlord shall not (ii) any claims that are both wholly unrelated to the allegations or underlying conduct alleged in any manner be held responsible thereforthe Action and based on breach of contract, negligence, personal injury, bailment, failure to deliver lost goods, damaged or delayed goods, product defect, discrimination, COVID-19 safety protocols, failure to comply with wage and hours laws unrelated to anticompetitive conduct, or securities claims. 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.This
Appears in 1 contract
Sources: Settlement Agreement
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 For and in consideration of the Term Loan hereunder, 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 Lender, and each of its 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 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 Lender 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. Borrower acknowledges that the foregoing release is a material inducement to Lender’s sole remedy and Lender’s decision to extend to Borrower the financial accommodations hereunder and has been relied upon by Lender in agreeing to make the Term 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 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 1 contract
Sources: Term Loan and Security Agreement (Diversicare Healthcare Services, Inc.)
Release. Landlord Parent and its employees eachEach 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 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 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 (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) Gildan, shall be deemed to have released Next from all claims from any and all claims that they now have or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against Next and any of its employees and agents shall not be liable to Tenantsubsidiaries, Tenant’s affiliates, successors, assigns, officers, directors, employees, agents, assigneeslawyers and other representatives, subtenants, licensees, concessionaires, existing on 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 prior to the following: repairs date of this Agreement relating to any the remaining portion of the Leased Premises which are Gildan Claim, effective upon, but only upon, the obligation expiration of Tenant; interruption 91 days from the date of transfer of the Payment to Gildan, if during such period no proceeding in the use nature of bankruptcy, reorganization or receivership has been commenced by or against Next, under either state or federal law.
(a) In consideration of the Leased Premises forbearance provided for herein, Next shall be deemed to have released Gildan from any and all claims that they now have or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, against Gildan and any equipment therein; any accident of its subsidiaries, affiliates, successors, assigns, officers, directors, employees, agents, lawyers and other representatives, existing on or damage resulting from prior to 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 date 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 Agreement.
(including but not limited to data stored magnetically or electronicallyc) shall be at the sole risk of Tenant, and Landlord shall not in any manner be held responsible therefor. In the event that at the Payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any time during settlement entered into by Gildan in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, liquidation, reorganization, receivership, or otherwise (collectively, a “Preference”), then the Lease Term Tenant obligation of Next to pay in full the Gildan Claim shall have a claim against Landlord, Tenant shall be revived and continued in full force and effect as if such Payment had not have the right to been made or such set off had not occurred.
(d) In the event that the Payment is deemed to be Preference, Gildan specifically reserves all of its rights and remedies under applicable law to pursue all of the obligations under the Gildan Claim. No delay by Gildan in exercising any of its rights or deduct the amount owed remedies shall operate as a waiver of any such rights or allegedly owed remedies. All rights and remedies available to Tenant from any Rent or other sums payable to Landlord, it being understood that ▇▇▇▇▇▇’s sole remedy for recovering upon a claim Gildan shall be to institute an independent action against Landlordcumulative and may be exercised separately, successively or concurrently at the sole discretion of the Gildan.
Appears in 1 contract
Sources: Settlement Agreement (Next Inc/Tn)
Release. Landlord Effective immediately following the Closing and its employees subject to each Seller’s receipt of the applicable Shareholder Consideration payable to the Seller pursuant to this Agreement, each Seller hereby knowingly, fully, unconditionally and agents shall not be liable to Tenantirrevocably releases, Tenant’s acquits and discharges forever (on behalf of the undersigned and any successors, assigns, constituent stockholders, members or partners, officers, employees, agents, assigneesheirs, subtenantsexecutors, licenseesadministrators and legal representatives of the undersigned that might allege a claim through him, concessionairesher or it) (collectively, or to any other person or entity for any damage (including indirect and consequential damagethe “Releasors”), injuryany and all claims, lossdemands, compensation proceedings, causes of action, orders, judgments, obligations, preemptive rights, stockholder rights, contracts, agreements, debts and liabilities of whatever kind or claim whatsoevernature, including but not limited to claims for whether at law or equity, that such Seller has or may have against Buyer, the interruption of Acquired Companies or loss to Tenant’s businessany present or former director, based onofficer, employee, stockholder, partner, member, representative, Affiliate or successor thereof (collectively, the “Releasees”), whether asserted or unasserted, known or unknown, contingent or noncontingent or past or present, arising out of or resulting from or relating, directly or indirectly, to the Seller’s status as an equityholder of the Company, the conduct, management or operation of the business and affairs of the Acquired Companies or any cause whatsoever (except as otherwise provided act, omission, event or occurrence, in this Article)each case prior to the Closing, including but not limited without limitation, those relating to (a) the following: repairs to Acquired Companies, (b) any portion Equity Interests held by such Seller, or (c) any rights or interests in any other securities of the Leased Premises which are the obligation Company (including any options or other rights to acquire shares or securities) including, without limitation, a breach 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 fiduciary duty in connection with the destruction approval of the Leased Premises; Company Documents, that the Releasors may have against the Releasees. Notwithstanding the foregoing, nothing in this paragraph will be deemed to constitute a release by such Releasor of (w) any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; the actions of any other tenants right of the Leased Premises Releasor under this Agreement or any right of any other person the Releasor or entity; and any leakage in any part or the Seller Representative under this Agreement (including, but, not limited to, the right to receive such Releasor’s respective portion of the Leased PremisesShareholder Consideration) or the Notes, (x) the right of service providers to the Acquired Companies (including the Completion Bonus Recipients) to receive the compensation and benefits to which they are entitled from Buyer or the Acquired Companies (including the Completion Bonuses) or any other rights of employees arising from their status as employees, whether by written employment or bonus agreement or otherwise, (y) all rights of any present or former directors, officers and employees to indemnification, exculpation and advancement of expenses under the organizational documents or other agreement or under any directors’ and officers’ liability insurance policies of the Acquired Companies, or from water, rain, ice or snow (z) rights that may leaknot be released as a matter of applicable Law. In addition, intoabsent manifest error, upon acceptance of each payment of Shareholder Consideration (provided that such payment is made to the Releasor or the Seller Representative in accordance with and pursuant to the terms of this Agreement), each Seller will be deemed to have accepted all aspects of the calculation of such payment amount and any other matter associated therewith and unconditionally released and discharged Buyer, the Acquired Companies and any of their respective Affiliates, representatives, shareholders, directors, officers, employees and agents and any of their respective successors and assigns from any and all claims in connection with, 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 Landlordrelated to or arising under, 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 payment amount.
Appears in 1 contract
Sources: Share Purchase Agreement (Drilling Tools International Corp)
Release. Landlord (a) Executive Officer acknowledges that he or she is not aware of any existing claim or defense, personal or otherwise, or rights of set off whatsoever against PCB, except as expressly provided herein. For and in consideration of the consummation of the Merger and the other transactions contemplated by the Merger Agreement, Executive Officer, for himself/herself and on behalf of his or her heirs and assigns (the “Executive Officer Releasing Parties”), releases, acquits and forever discharges PCB and its employees predecessors, successors, assigns, officers, directors, employees, agents and agents servants, and all persons, natural or corporate, in privity with them or any of them, from any and all known claims or causes of action of any kind whatsoever, at common law, statutory or otherwise, which the Executive Officer Releasing Parties, or any of them, has, now existing or that may hereafter arise in respect of any and all agreements and obligations incurred on or prior to the date hereof, or in respect of any event occurring or circumstances existing on or prior to the date hereof; provided, however, that PCB shall not be liable released from any written contractual obligations or accrued benefits of PCB to Tenant, TenantExecutive Officer as set forth on Schedule 1 attached hereto or any potential claim for indemnification under PCB’s employees, agents, assignees, subtenants, licensees, concessionaires, articles of association or to any other person or entity bylaws (in each case as in existence on the date hereof) 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 matters arising in connection with the destruction Executive Officer’s service as an officer or employee of PCB relating to acts, circumstances, actions or omissions arising on or prior to the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; date hereof to the actions of any other tenants of the Leased Premises extent such claims have not been asserted 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. are not known to Executive Officer.
(b) It further is expressly understood and agreed that any failure the terms hereof are contractual and not merely recitals, and that the agreements herein contained and the consideration herein transferred is to compromise doubtful and disputed claims, and that no releases made or inability to furnish any services other consideration given hereby or in connection herewith shall be construed as an admission of liability, all liability being expressly denied by Landlord shall not be considered an evictionPCB. Executive Officer hereby represents and warrants that the consideration hereby acknowledged for entering into this Agreement and the transactions contemplated hereby is greater than the value of all claims, actual or constructivedemands, actions and causes of Tenant from the Leased Premises action herein relinquished, released, renounced, abandoned, acquitted, waived and/or discharged, and shall not entitle Tenant to terminate that this Lease or to an abatement Agreement is in full settlement, satisfaction and discharge of any Rent payable hereunder. Any goodsand all such claims, property or personal effects stored or placed by Tenantdemands, 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 Tenantactions, and Landlord shall not causes of action that Executive Officer may have or be entitled to against PCB and its predecessors, assigns, legal representatives, officers, directors, employees, attorneys and agents other than obligations or liabilities to Executive Officer in connection with 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 written contractual obligations or accrued benefits of PCB to Executive Officer as 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 Landlordforth on Schedule 1 attached hereto.
Appears in 1 contract
Release. Landlord The Securityholder hereby irrevocably, unconditionally and its employees completely: (i) releases, acquits and agents shall not be liable to Tenantforever discharges the Parent, Tenant’s employeesthe Buyer, the Company and each of their respective past, present and future affiliates, successors, assigns, directors, officers, agents, assigneesattorneys and other representatives, subtenantssuccessors and assigns (the “Releasees”) from any past, licenseespresent and future disputes, concessionairesclaims, controversies, demands, rights, obligations, liabilities, actions and causes of action of every kind and nature, including, without limitation, any unknown, unsuspected or to any other person or entity for any damage undisclosed claim (including indirect and consequential damageeach, a “Claim”), injuryand (ii) waives and relinquishes each and every Claim that the Securityholder may have had in the past, lossmay now have or may have in the future against any of the Releasees, compensation in the case of each of (i) and (ii), to the extent directly or claim whatsoeverindirectly relating to or directly or indirectly arising out of: (A) any written or oral agreements or arrangements between the Securityholder and the Company occurring, including but not limited existing or entered into at any time prior to claims for the interruption Interim Effective Time; and (B) any events, matters, causes, things, acts, omissions or conduct related to the Company or the Merger and occurring or existing at any time prior to the Interim Effective Time, including, without limitation, any Claim that may be asserted or exercised by the Securityholder in the Securityholder’s capacity as a holder of Securities of the Company and any Claim arising (directly or loss to Tenant’s business, based on, arising indirectly) out of or resulting from in any cause whatsoever (except as otherwise provided in this Article), including but not limited way connected with the Securityholder’s employment or other relationship with the Company prior to the following: repairs Interim Effective Time, including, without limitation, to the effect that the Securityholder is or may be entitled to any portion of the Leased Premises which are the obligation of Tenant; interruption in the use of the Leased Premises compensation, benefits or any equipment therein; any accident or damage resulting perquisites from the use Company; provided, however, that notwithstanding the foregoing or operation anything else contained herein to the contrary, the Securityholder is not releasing, acquitting, discharging, waiving or relinquishing any Claims of or rights or remedies (by Landlordarising at law, Tenant in equity or otherwise) available to the Securityholder (t) against another Securityholder, (u) under the Merger Agreement 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 agreement entered into in connection with the destruction Merger Agreement to which the Securityholder is a party, including any amounts payable to the Securityholder under the terms of the Leased Premises; Merger Agreement, (v) arising under any firecontract or agreement between the Company and the Securityholder set forth on Section 5.20(b) of the Buyer Disclosure Schedule, robbery(w) under any written indemnification agreement entered into by the Securityholder with the Company prior to the date of the Merger Agreement or for indemnification or advancement of expenses arising under applicable law or under the bylaws, theftcertificate of incorporation of other similar governing document of the Company, vandalism(x) based on the fraud (including both fraudulent acts and omissions), mysterious disappearance intentional misrepresentation or willful misconduct of a Buyer Indemnitee, (y) pursuant to the Severance Plan, or (z) with respect to compensation, salaries, bonuses, reimbursements for expenses and/or vested benefits under any other casualty; tax-qualified plans or programs, if any, that have accrued prior to, and are outstanding at, the actions Interim Effective Time. This release is conditioned upon the consummation of the Merger as contemplated in the Merger Agreement, and shall become null and void, and shall have no effect whatsoever, without any action on the part of any other tenants person, upon termination of the Leased Premises or of Merger Agreement for any other person or entity; and any leakage in any part or portion of reason prior to 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 LandlordClosing.
Appears in 1 contract
Release. Landlord Effective as of the Effective Time, you, on your own behalf and its on behalf of your heirs, family members, successors, assigns and executors (each, a “Releasing Party”), hereby unconditionally and irrevocably and forever release and discharge each of the Company, Parent, Merger Sub, and Blocker, and each of their respective Affiliates and each of their respective successors and assigns, and any present or former directors, managers, officers, employees or agents of such Person (each, a “Parent Released Party”), of and agents from, and hereby unconditionally and irrevocably waive, any and all claims, debts, losses, expenses, proceedings, covenants, liabilities, suits, judgments, damages, actions and causes of action, obligations, accounts, and liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract, direct or indirect, at law or in equity that such party ever had, now has or ever may have or claim to have against any Parent Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever arising prior to or upon the Effective Time, in respect of the undersigned’s ownership of the Units. You expressly waive all rights afforded by any statute which limits the effect of a release with respect to unknown claims. You understand the significance of this release of unknown claims and waiver of statutory protection against a release of unknown claims, and acknowledge and agree that this waiver is an essential and material term of the Agreement. The claims released pursuant to this paragraph 6 are referred to collectively as the “Released Claims.” This waiver and release shall not be deemed to waive and release any claims or rights of a Releasing Party to (i) wages that remain unpaid as of the Effective Time, (ii) reimbursements for business expenses incurred and documented in compliance with Company’s or any of its Subsidiaries’ policies in effect immediately prior to the Effective Time and consistent with prior expenditures, (iii) unreimbursed claims under employee health and welfare plans, consistent with the terms of coverage, (iv) the entitlement, if any, to COBRA continuation coverage benefits or any other similar benefits required to be provided by law, (v) amounts that are vested under any of Company’s or any of its Subsidiaries’ 401(k) plan, and (vi) any rights pursuant to a written employment or consulting agreement between the undersigned or any of its Affiliates and the Company or any of its Subsidiaries. Notwithstanding the foregoing, Parent shall remain liable to Tenantthe undersigned with respect to the liabilities and obligations, Tenant’s employeesif any, agents(i) arising pursuant to this Letter of Transmittal, assignees, subtenants, licensees, concessionaires, the Agreement or to any other person agreement, document, certificate, instrument or entity for any damage documents executed or delivered in connection with the Agreement by Parent in favor of the undersigned, and (including indirect and consequential damage)ii) subject to Section 6.5 of the Agreement, injury, loss, compensation or claim whatsoever, including but not limited with respect to claims for the interruption undersigned’s designated member of or loss to Tenant’s business, based onthe board of managers of the Company, arising out of (A) the indemnification or resulting from contribution provisions of the Company’s and its Subsidiaries’ Organizational Documents, or any cause whatsoever existing indemnification agreements between the undersigned (except as otherwise provided or any general partner, officer, director, manager, retired general partner, retired officer, retired director or retired manager of the undersigned) and the Company, (B) any applicable directors’ and officers’ liability insurance; and (C) if (and only if) the undersigned is an employee of or consultant to the Company, any rights the undersigned may have with respect to salaries, bonus, incentive compensation, severance, accrued vacation and reimbursement of business expenses by virtue of his or her employment or engagement with the Company or any rights the undersigned may have pursuant to any employment or consulting agreement between the undersigned (or any general partner, officer, director, manager, retired general partner, retired officer, retired director, retired manager or Affiliate of the undersigned) and the Company or any of its Subsidiaries. You represent and warrant that each of the Released Claims is hereby fully and finally discharged, settled and satisfied. You acknowledge that you have had the opportunity to consult legal counsel with respect to the waiver and releases set forth in this Article), including but not limited Letter of Transmittal and that you understand and acknowledge that you may hereafter discover facts and legal theories concerning the release set forth herein and the subject matter hereof in addition to the following: repairs or different from those of which you now believe 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 Landlordtrue.
Appears in 1 contract
Sources: Merger Agreement (Tilray, Inc.)
Release. Landlord Effective upon the payment by Purchaser, the Blockers, the Company or any of the Company’s Subsidiaries to the Representative of any Special Receivables Amount (or with respect to any payments in respect of any Special Receivables that have not been actually received by Purchaser, the Blockers, the Company or any of the Company’s Subsidiaries prior to the expiration of the Collection Period, upon the expiration of the Collection Period), except in respect of any claims for a breach of Section 5.11 or Section 7.16 by, or the willful misconduct or bad faith of, Purchaser, the Blockers, the Company or any of the Company’s Subsidiaries, each Seller, in its capacity as such, on behalf of itself and its employees Affiliates, assigns and agents shall not be liable to Tenantheirs (in each case in their capacity as an Affiliate, Tenantassign or heir of a Seller hereunder), hereby unconditionally and irrevocably waives, releases and forever discharges each of Purchaser, the Blockers, the Company, the Company’s Subsidiaries and each of their respective past and present directors, officers, employees, agents, assigneespredecessors, subtenantssuccessors, licenseesassigns, concessionairesequityholders, partners, insurers, and Affiliates (each in their capacity as such, the “Released Parties”) from any and all liabilities of any kind or to any other person or entity for any damage (including indirect and consequential damage), injury, loss, compensation or claim nature whatsoever, including but not limited to claims for the interruption of in each case whether absolute or loss to Tenant’s businesscontingent, based onliquidated or unliquidated, known or unknown, related to, 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 such Special Receivables Amount and the destruction matter(s) underlying such Special Receivables Amount (and any payments in respect of any Special Receivables that have not been actually received by Purchaser, the Blockers, the Company or any of the Leased Premises; any fire, robbery, theft, vandalism, mysterious disappearance and/or any other casualty; Company’s Subsidiaries prior to the actions of any other tenants expiration of the Leased Premises Collection Period, if applicable) which such Seller now has or of any other person or entity; may hereafter have against the Released Parties, 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 such Seller shall not be considered an eviction, actual seek to recover any amounts in connection therewith or constructive, of Tenant thereunder from the Leased Premises and shall not entitle Tenant Released Parties. To the extent permitted by applicable Law, each Seller expressly waives all rights afforded by any statute which limits the effect of a release 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 Tenantunknown claims, and Landlord shall not in any manner be held responsible therefor. In each Seller understands the event that at any time during the Lease Term Tenant shall have significance of its release of unknown claims and its waiver of statutory protection against 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 of unknown claims.
Appears in 1 contract
Release. Landlord (a) Effective upon the Effective Time, each Effective Time Holder, on behalf of itself and each of its Affiliates (excluding the Company and its employees Subsidiaries), executors, heirs, administrators, predecessors, successors and agents shall not be liable to Tenantassigns (collectively, Tenant’s the “Releasing Parties”), (i) agrees that the Company, Parent, Merger Sub and each of their respective Affiliates (including, after the Closing, the Surviving Corporation and its Subsidiaries) and each of their respective officers, directors, employees, partners, members, managers, owners, agents, assigneesrepresentatives, subtenantssuccessors and assigns (collectively, licenseesthe “Released Parties”) shall not have any liability, concessionairesobligation or responsibility to any of the Releasing Parties of any kind or nature whatsoever based upon any facts, circumstances, or matters occurring at or prior to the Effective Time, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and (ii) hereby irrevocably and unconditionally releases, waives and discharges each of the Released Parties from any and all obligations, responsibilities, liabilities and debts to any other person of the Releasing Parties of any kind or entity for nature whatsoever based upon any damage facts, circumstances or matters occurring at or prior to the Effective Time, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, with the exception of, in each case, with respect to the applicable Released Party: (including indirect and consequential damage), injury, loss, compensation A) any obligations or claim whatsoever, including but not limited to claims for the interruption of or loss to Tenant’s business, based on, liabilities arising out of or resulting from relating to this Agreement, any cause whatsoever (except as otherwise provided in this Article)Letter of Transmittal, including but not limited 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 such Effective Time Holder is a party 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 agreement 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 transactions contemplated hereby (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 receive the Merger Consideration and other amounts which such Effective Time Holder is entitled upon the terms and conditions of this Agreement); and (B) with respect to any Releasing Party who is a director, officer, employee or agent of the Company or any of its Subsidiaries, (i) earned wages that remain unpaid as of the Effective Time; (ii) reimbursements for business expenses incurred and documented in compliance with the Company’s policies in effect immediately prior to the Closing Date and consistent with prior expenditures; (iii) unreimbursed claims under employee health and welfare plans, consistent with the terms of coverage; (iv) the entitlement of such employee to COBRA continuation coverage benefits or any other similar benefits required to be provided by Legal Requirement; (v) amounts which are vested under the Company’s 401(k) Plan; (vi) unreimbursed claims for indemnification or the advancement of expenses pursuant to any rights to indemnification or advancement of expenses under the Charter Documents; and (vii) any amounts payable under employment agreements consulting agreements or severance agreements, in each case, as of the date hereof and listed in Part 2.13(b) of the Disclosure Schedule, and any offer letters (which do not contain any severance obligations (other than those set off forth in Part 2.13(e) of the Disclosure Schedule)) for current employees as of the date hereof in the form of offer letter referred to in Part 2.13(b) of the Disclosure Schedule (collectively, but not including the matters in clauses (A) and (B), the “Released Claims”).
(b) Effective upon the Effective Time, each Releasing Party hereby expressly waives and releases any rights and benefits which such Releasing Party has or deduct may have under any law or rule of any jurisdiction pertaining to all Released Claims and expressly waives and releases any and all rights and benefits conferred upon such Releasing Party by the amount owed provisions of Section 1542 of the California Civil Code or allegedly owed any similar Legal Requirement, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
(c) Effective upon the Effective Time, each Effective Time Holder, jointly and severally, for itself and each of its Releasing Parties, irrevocably covenants to Tenant refrain from, directly or indirectly, asserting any claim or demand, or commencing, distributing or causing to be commenced, any action or proceeding of any kind against any Released Party, based on any Released Claim. Effective upon the Effective Time, each Effective Time Holder, on behalf of itself and each of its Releasing Parties: (i) represents and warrants that it has not assigned any Released Claims and has access to adequate information regarding the terms of this release, the scope and effect of the releases set forth herein, and all other matters encompassed by this release to make an informed and knowledgeable decision with regard to entering into this release and has not relied on the Released Parties in deciding to enter into this release and has instead made his, her or its own independent analysis and decision to enter into this release; (ii) acknowledges that he, she or it may hereafter discover facts different from, or in addition to, those which he, she or it now knows or believes to be true with respect to the Released Claims, and agrees that the release set forth in this Section 5.4 shall, effective upon the Effective Time, be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof; and (iii) releases and discharges the Released Parties from and against any Rent liability arising out of or other sums payable in connection with any action taken or omitted to Landlordbe taken by the Securityholders’ Agent in accordance with the provisions of this Agreement, it being understood that ▇▇▇▇▇▇the Ancillary Agreements or the authorization in Section 11.1 of this Agreement or the Securityholders’ Agent’s sole remedy for recovering upon a claim shall be failure to institute an independent action against Landlorddistribute any amounts received by the Securityholders’ Agent on each Effective Time Holder’s behalf to each Effective Time Holder.
Appears in 1 contract
Sources: Merger Agreement (Compass Group Diversified Holdings LLC)