Common use of Covenant Not to Xxx Clause in Contracts

Covenant Not to Xxx. Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, or otherwise) any Releasee on the basis of any Claim released, remised, and discharged by any Releasing Party pursuant to Section 7.6 above. If any Releasing Party violates the foregoing covenant, each Loan Party, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 5 contracts

Samples: Fifth Forbearance Agreement (Essex Rental Corp.), Fourth Forbearance Agreement (Essex Rental Corp.), Third Forbearance Agreement (Essex Rental Corp.)

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Covenant Not to Xxx. Each Loan Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 3 contracts

Samples: Loan Agreement and Forbearance Agreement (School Specialty Inc), Loan Agreement (School Specialty Inc), Loan Agreement (School Specialty Inc)

Covenant Not to Xxx. Each Loan Party of the Releasing Parties hereby absolutely, unconditionally and irrevocably irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 6.6 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 3 contracts

Samples: Forbearance Agreement (Dialogic Inc.), Forbearance Agreement (Dialogic Inc.), Forbearance Agreement (Dialogic Inc.)

Covenant Not to Xxx. Each Loan Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 3 contracts

Samples: Forbearance Agreement (School Specialty Inc), Loan Agreement (School Specialty Inc), Loan Agreement (School Specialty Inc)

Covenant Not to Xxx. Each Loan Party of the Releasing Parties hereby absolutely, unconditionally and irrevocably irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party Borrower or any Guarantor pursuant to Section 7.6 8.6 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower and each Guarantor, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, agents and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 2 contracts

Samples: Forbearance Agreement and Third (Wabash National Corp /De), Loan and Security Agreement (Wabash National Corp /De)

Covenant Not to Xxx. Each Loan Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee Released Party that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee Released Party on the basis of any Released Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 5 above. If any Releasing Party violates the foregoing covenant, each Loan any Released Party, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee Released Party may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee Released Party as a result of such violation.

Appears in 2 contracts

Samples: Settlement Agreement and Release, Settlement Agreement and Release

Covenant Not to Xxx. Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, or otherwise) any Releasee on the basis of any Claim released, remised, and discharged by any Releasing Party pursuant to Section 7.6 6.6 above. If any Releasing Party violates the foregoing covenant, each Loan Party, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 2 contracts

Samples: Third Forbearance Agreement (Essex Rental Corp.), Second Forbearance Agreement (Essex Rental Corp.)

Covenant Not to Xxx. Each Loan Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 8.6 above. If any Releasing Party violates the foregoing covenant, each Loan Party, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 2 contracts

Samples: Forbearance Agreement (Fenix Parts, Inc.), Forbearance Agreement (Fenix Parts, Inc.)

Covenant Not to Xxx. Each Loan Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 8.6 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 2 contracts

Samples: And Forbearance Agreement (Cti Industries Corp), Waiver And (Enphase Energy, Inc.)

Covenant Not to Xxx. Each Loan Party of the Releasing Parties hereby absolutely, unconditionally and irrevocably irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (xxx, including without limitation at law, in equity, in any regulatory proceeding, proceeding or otherwise) otherwise any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 6.6 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' legal fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Forbearance Agreement (Dialogic Inc.)

Covenant Not to Xxx. Each Loan Party of the Releasing Parties hereby absolutely, unconditionally and irrevocably irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 8.6 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Forbearance Extension (Neenah Foundry Co)

Covenant Not to Xxx. Each Loan Party of the Releasing Parties hereby absolutely, unconditionally and irrevocably irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 9.6 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Loan and Security Agreement and Forbearance Agreement (Neenah Foundry Co)

Covenant Not to Xxx. Each Loan Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 7 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Credit Agreement (Team Inc)

Covenant Not to Xxx. Each Loan Party of the Releasing Parties hereby absolutely, unconditionally and irrevocably irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 8.6 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Amendment and Forbearance Agreement (Clark Holdings Inc.)

Covenant Not to Xxx. Each Loan Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 8.6 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Forbearance Agreement (Katy Industries Inc)

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Covenant Not to Xxx. Each Loan Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Consent And (Enphase Energy, Inc.)

Covenant Not to Xxx. Each Loan Party The Company hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee Released Party that it will not xxx (at law, in equity, in any regulatory proceeding, or otherwise) any Releasee Released Party on the basis of any Claim Released Matter released, remised, and discharged by any Releasing Party the Company pursuant to Section 7.6 8.6 above. If any Releasing Party the Company violates the foregoing covenant, each Loan Partythe Company, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, and other representatives, agrees to pay, in addition to such other damages as any Releasee Released Party may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee Released Party as a result of such violation.

Appears in 1 contract

Samples: Form of Waiver and Forbearance Agreement (Amyris, Inc.)

Covenant Not to Xxx. Each Loan Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 above8.6 above except with respect to conduct constituting gross negligence or willful misconduct. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Forbearance Agreement (Cti Industries Corp)

Covenant Not to Xxx. Each Loan Party of the Releasing Parties hereby absolutely, unconditionally and irrevocably irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 8.6 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Credit Agreement (Ocz Technology Group Inc)

Covenant Not to Xxx. Each Loan Party of the Releasing Parties hereby absolutely, unconditionally and irrevocably irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Possession Credit Agreement (School Specialty Inc)

Covenant Not to Xxx. Each Loan Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee Released Party that it will not xxx (at law, in equity, in any regulatory proceeding, or otherwise) any Releasee Released Party on the basis of any Claim Released Matter released, remised, and discharged by any Releasing such Loan Party pursuant to Section 7.6 above. If any Releasing Loan Party violates the foregoing covenant, each Loan PartyParty , for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, and other representatives, agrees to pay, in addition to such other damages as any Releasee Released Party may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee Released Party as a result of such violation.

Appears in 1 contract

Samples: Forbearance Agreement (Amyris, Inc.)

Covenant Not to Xxx. Each Loan Releasing Party hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 6.6 above. If any Releasing Party violates the foregoing covenant, each Loan Party, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Forbearance Agreement (Fenix Parts, Inc.)

Covenant Not to Xxx. Each Loan Party of the Releasing Parties hereby absolutely, unconditionally and irrevocably irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 4.7 above. If any Releasing Party violates the foregoing covenant, each Loan PartyBorrower, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Forbearance Agreement and Credit Agreement (Clark Holdings Inc.)

Covenant Not to Xxx. Each Loan Party of the Releasing Parties hereby absolutely, unconditionally and irrevocably irrevocably, covenants and agrees with and in favor of each Releasee that it will not xxx (at law, in equity, in any regulatory proceeding, proceeding or otherwise) any Releasee on the basis of any Claim released, remised, remised and discharged by any Releasing Party pursuant to Section 7.6 8(i)(i) above. If any Releasing Party violates the foregoing covenant, each of the Loan PartyParties, for itself and its their successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, representatives and other representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all reasonable attorneys' fees and costs incurred by any Releasee as a result of such violation.

Appears in 1 contract

Samples: Fourth Forbearance Agreement and Amendment (Global Axcess Corp)

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