No Present Claims. The Borrowers acknowledge and agree that, based upon the facts and circumstances existing as of the date hereof: (i) the Borrowers have no claim or cause of action against any of the Lenders or the Agent (or any of their directors, officers, employees, agents or affiliates); (ii) the Borrowers have no offset right, counterclaim or defense of any kind against any of the Obligations, indebtedness or liabilities to the Lenders and the Agent; and (iii) each of the Lenders and the Agent has heretofore performed and satisfied in a timely manner all of its obligations to the Borrowers. The Lenders and the Agent wish (and the Borrowers agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of their rights, interests, contracts, collateral security or remedies. Therefore, the Borrowers unconditionally release, waive and forever discharge (a) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Lenders or the Agent to the Borrowers, except the obligations to be performed by the Lenders or the Agent hereafter as expressly stated in this Agreement and the other Credit Documents, and (b) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which the Borrowers might otherwise have against any of the Lenders or the Agent or any of their directors, officers, employees, agents or affiliates for their respective actions or omissions occurring prior to the date hereof, in either case (a) or (b) above, on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date hereof.
No Present Claims. In order to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the rights, interests, contracts, collateral security or remedies of the Agent or any of the Banks, each of the Borrower and the Guarantors hereby acknowledges and agrees that: (i) neither it nor any of the other Transaction Parties has any claim or cause of action against the Agent, any of the Banks or any of their directors, officers, employees or agents; (ii) neither it nor any of the other Transaction Parties has any offset right, counterclaim or defense of any kind against any of its obligations, indebtedness or liabilities to the Agent and/or the Banks, including, without limitation, the Obligations; and (iii) each of the Agent and the Banks has heretofore properly performed and satisfied in a timely manner all of its obligations to each of the Borrower and the other Transaction Parties.
No Present Claims. Employee confirms that no claim, charge of complaint, or action by Employee against the Company presently exists in any form or forum. In the event that any such claim, charge, complaint or action has been filed, Employee shall not be entitled to any relief or recovery therefrom, including any costs or attorneys’ fees.
No Present Claims. Borrower acknowledges and agrees that: (i) Borrower has no claim or cause of action against any Released Party; (ii) Borrower has no offset right, counterclaim, or defense of any kind against any of the Indebtedness; and (iii) each Released Party has heretofore
No Present Claims. Borrower acknowledges and that: (i) Borrower has no claim or cause of action against any Indemnified Party; (ii) Borrower has no offset right, counterclaim, or defense of any kind against any of the Indebtedness; and (iii) each Indemnified Party has heretofore properly performed and satisfied in a timely manner any and all of such Indemnified Party's obligations, if any, to Borrower. Bank desires, and Borrower agrees, to eliminate any possibility that any past conditions, acts, omissions events circumstances, or matters would impair or otherwise adversely affect any of Bank's rights, interests, collateral security, or remedies.
No Present Claims. You acknowledge and agree that, based upon the facts and circumstances existing as of the date hereof: (i) you have no claim or cause of action against any of the Banks or the Agent (or any of their directors, officers, employees, agents or Affiliates); (ii) you have no offset right, counterclaim or defense of any kind against any of your obligations, indebtedness or liabilities to us; and (iii) each of the Banks and the Agent has heretofore performed and satisfied in a timely manner all of its obligations to you. We wish (and you agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of our rights, interests, contracts, collateral security or remedies. Therefore, you
No Present Claims. The Credit Parties acknowledge and agree that, as of the date hereof: (a) none of the Credit Parties have any claim or cause of action against any of the Lenders, the Administrative Agent or the Collateral Agent (or any of their respective directors, officers, employees, attorneys or agents); (b) none of the Credit Parties have offset rights, counterclaims or defenses of any kind against any of their obligations, indebtedness or liabilities owing to any of the Lenders, the Administrative Agent or the Collateral Agent under the Credit Documents; and (c) each of the Lenders, the Administrative Agent and the Collateral Agent have heretofore properly performed and satisfied in a timely manner all of their obligations to the Credit Parties and each of their respective Subsidiaries. The Credit Parties on their own behalf and on behalf of each of their respective successors and assigns, hereby waive, release and discharge the Lenders, the Administrative Agent and the Collateral Agent and all of their respective directors, officers, employees, attorneys and agents, from any and all claims, demands, actions or causes of action arising out of or in any way relating to the Credit Documents and any documents, instruments, agreements (including this Agreement), dealings or other matters connected with the Credit Documents, including, without limitation, all known and unknown matters, claims, transactions or things occurring on or prior to the date of this Agreement related to the Credit Documents. The waivers, releases, and discharges in this paragraph shall be effective regardless of any other event that may occur or not occur on or after the date hereof.
No Present Claims. Each of the Loan Parties acknowledges and agrees that it does not have nor does it expect to have any claim or cause of action against the Lenders arising from or in connection with any of the Existing Loan Documents; and it has no offset, recoupment, or defense against any of its obligations to the Lenders under the Existing Loan Documents. Although the Lenders regard their conduct as proper and do not believe that the Loan Parties or any of them has any claim, cause of action, set off, recoupment or other defense, the Lenders have requested the Loan Parties to provide the release set forth herein, and the Loan Parties have agreed to provide such release if the Lenders provide the releases set forth herein.
No Present Claims. Company acknowledges and agrees that: (i) Company has no claim or cause of action against any Indemnified Party; (ii) Company has no offset right, counterclaim, or defense of any kind against any of the Indebtedness; and (iii) each Indemnified Party has heretofore properly performed and satisfied in a timely manner any and all of such Indemnified Party's obligations, if any, to Company. KPP desires, and Company agrees, to eliminate any possibility that any past conditions, acts, omissions, events, circumstances, or matters would impair or otherwise adversely affect any of KPP's rights, interests, collateral security, or remedies. Therefore, Company, on behalf of Company and all successors and assigns of Company and any and all other parties claiming rights through Company, unconditionally releases, acquits, and forever discharges each and every Indemnified Party from: (1) any and all liabilities, obligations, duties, or indebtedness of any of the Indemnified Parties to Company, whether known or unknown, arising prior to the date hereof, and (2) any and all claims, offsets, causes of action, suits, or defenses, whether known or unknown, which Company might otherwise have against any of the Indemnified Parties on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance, or matter of any kind which existed, arose or occurred at any time prior to the date hereof.
No Present Claims. You acknowledge and agree that, based upon the facts and circumstances existing as of the date hereof: (i) you have no claim or cause of action against any of the Banks or the Agent (or any of their directors, officers, employees, agents or Affiliates); (ii) you have no offset right, counterclaim or defense of any kind against any of your obligations, indebtedness or liabilities to us; and (iii) each of the Banks and the Agent has heretofore performed and satisfied in a timely manner all of its obligations to you. We wish (and you agree) to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of our rights, interests, contracts, collateral security or remedies. Therefore, you unconditionally release, waive and forever discharge (A) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any of the Banks or the Agent to you, except the obligations to be performed by the Banks or the Agent hereafter as expressly stated in this Agreement and the other Loan Documents, and (B) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether known or unknown, which you might otherwise have against any of the Banks or the Agent or any of their directors, officers, employees, agents or Affiliates for their respective actions or omissions occurring prior to the date hereof, in either case (A) or (B) above, on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind whatsoever which existed, arose or occurred at any time prior to the date hereof.
