Release by Lender. With respect to the matters set forth in Section 7.6 above, if Borrower shall (a) fail promptly to discharge any asserted liens or claims as required herein, or (b) fail promptly to contest asserted liens or claims or to give security or indemnity in the manner provided in Section 7.6 above, or (c) having commenced to contest the same, and having given such security or indemnity, fail to prosecute such contest with diligence, or to maintain such indemnity or security so required by the Title Company for its full amount, or (d) upon adverse conclusion of any such contest, fail promptly to cause any judgment or decree to be satisfied and lien to be released, then Lender may, but shall not be required to, procure the release and discharge of any such claim and any judgment or decree thereon and, further, may, in its sole discretion, effect any settlement or compromise of the same, or may furnish such security or indemnity to the Title Company, and any amounts so expended by Lender, including premiums paid or security furnished in connection with the issuance of any surety company bonds, shall be deemed to constitute disbursements of the proceeds of the Loan hereunder and shall bear interest from the date so disbursed until paid at the Default Rate. In settling, compromising or discharging any claims for lien, Lender shall not be required to inquire into the validity or amount of any such claim.
Release by Lender. Lender, individually and on behalf of its directors, officers, subsidiaries, affiliates, divisions, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, shall, and hereby does, release the Seller and its directors, officers, subsidiaries, affiliates, divisions, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, both past and present, from any and all claims, demands, alleged sums of money owing, actions, rights, liens, obligations, costs, expenses, compensation of any nature whatever, damages, liabilities, chosen in action, and causes of action of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, which Lender may now hold or own, or may at any time, past, present or future, hold or own against the Seller, Corporation, and Purchaser arising or resulting from any act or omission by or on the part of the Seller on or before the Closing of the Stock Purchase Agreement ("Lender's Released Claims") specifically including, but not limited to, claims arising out of or relating to the issuance the Notes, as amended, to the Lender by the Seller, any default thereon, and payment of the Existing Debt, whether based in tort, contract (express and implied), or in any other theory of recovery, whether for compensatory or punitive damages, in law or in equity, under any law or legal theory including but not limited to, state or federal, common or statutory, or otherwise. In addition, the Lender hereby agrees to execute as Seller may reasonably require a UCC-3 financing statement, in form and substance satisfactory to Seller, for recordation by the Seller to terminate the Lender’s Security Agreement in the Seller’s collateral.
Release by Lender. With respect to the matters set forth in Section 7.3 above, if Borrower shall fail promptly to discharge any asserted liens or claims, then Lender may, but shall not be required to, procure the release and discharge of any such claim and any judgment or decree thereon and, further, may, in its sole discretion, effect any settlement or compromise of the same, and any amounts so expended by Lender, including premiums paid, shall be deemed to constitute disbursements of the proceeds of the Loan hereunder and shall bear interest from the date so disbursed until paid at the Default Rate. In discharging any claims for lien, Lender shall not be required to inquire into the validity or amount of any such claim.
Release by Lender. Upon issuance of the Securities in the name of the Lender, the Indebtedness will be deemed to have been repaid in full by the Debtor and the Lender does hereby fully and forever remise, release and discharge, and by these presents, does for its agents, servants, past, present or future officers, shareholders, directors, employees, attorneys, representatives, parents, subsidiaries, subdivision, affiliated or related entities, affiliates, executors, administrators, predecessors, successors and assigns, remise, release and discharge the Debtor and Park Place and any of their agents, servants, past, present or future officers, shareholders, directors, employees, attorneys, representatives, parents, subsidiaries, subdivision, affiliated or related entities, affiliates, executors, administrators, predecessors, successors and assigns, from any and all actions, causes of action, suits, debts, dues, sums of money, interest, penalties, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever in law or in equity, under federal or state constitutions, statutes, laws, ordinances or regulations, or under common law, whether known or unknown, foreseen or unforeseen, which the Lender ever had, has or could have against the Debtor or Park Place in connection with the subject matter relating to the Indebtedness, but does not release the Debtor and Park Place from claims arising from a breach of this Agreement.
Release by Lender. Further Assurances. Upon the satisfaction of the Note and all other applicable obligations of Borrower arising under the Loan Documents, including the payment in full of all principal, interest and other sums due under the Note, the Loan Documents and the termination of the Repurchase Agreement, Lender shall, at Borrower's cost and expense, promptly take all necessary action, make all required deliveries and provide all release documents and/or instruments required to terminate and release the collateral security and liens provided by Borrower to secure the Loan. Further, Lender agrees to cooperate with Borrower and, at Borrower's cost and expense, provide such further documentation as may be reasonably required to better evidence, confirm or acknowledge such release and termination of Lender's lien or security rights and interests in and to the collateral security, it being understood that the Loan may be repaid from proceeds arising from the sale of such collateral security by Borrower in connection with the proposed initial public offering by Capital Senior Living Corporation.
Release by Lender. Contingent upon the full execution of this Agreement, and the receipt by Lender of the Payoff Amount, Lender, for itself and its successors and assigns hereby RELEASES and FOREVER WAIVES and DISCHARGES Borrower, and, as applicable, Borrower’s past, present and future officers, directors, shareholders, members, partners, principals, managers, employees, agents, accountants, attorneys, insurers, representatives, trustees, administrators, beneficiaries, affiliates, subsidiaries, heirs, personal representatives, successors and assigns (individually and collectively, the “Borrower Released Parties”) from any and all claims, liabilities, demands, damages, losses, debts, obligations, accounts, offsets, actions, causes of action, defenses, costs, fees and expenses of whatsoever kind or nature, whether in law or equity, whether known or unknown, whether disclosed or undisclosed, whether anticipated or unanticipated, whether asserted or unasserted, whether direct or indirect, whether contingent or liquidated, which Lender ever had, now has or may have in the future (collectively, the “Lender Claims”) against all or any of the Borrower Released Parties arising out of, or relating to the Loan, the Loan Documents and/or this Agreement other than (i) the Contingent Liabilities (as defined in Section 3 above) and (ii) claims or indebtedness related to a reinstatement of the Loan or any portion thereof as further described in Section 6 below). Lender hereby represents and warrants that it has not assigned or otherwise divested itself of all or any part of the Lender Claims being released hereby and that it hereby agrees to defend, indemnify and hold harmless any and all of the Borrower Released Parties against whom any Lender Claim so assigned or divested is asserted.
Release by Lender. Subject in all respects to Borrower’s and Guarantor’s continued liabilities and obligations with respect to the Retained Liabilities or under the Settlement Documents (including, without limitation, Section 9 of this Agreement), (a) Lender hereby releases, acquits, and forever discharges Borrower and Guarantor and their respective partners, members, shareholders, officers, agents, servants, employees, attorneys and representatives (collectively, the “Released Parties”), of and from any and all of their responsibilities, obligations, and liabilities under the Loan Documents, and any and all claims, demands, damages, costs, losses, expenses, commissions, actions and causes of action of whatever nature in connection with or arising or to arise from or resulting or to result from or relating to the Project or the transactions evidenced by the Loan Documents (collectively, the “Loan Transaction”), and (b) Lender shall not bring or institute any action or suit in connection with any amounts owed pursuant to the Note and the other Loan Documents against any of the Released Parties. Notwithstanding the foregoing, nothing contained in this Agreement shall release, reduce, limit, impair or adversely affect the rights or remedies of Lender with respect to the Retained Liabilities or under the Settlement Documents (including, without limitation, Section 9 of this Agreement). This release shall inure to the benefit of the Released Parties and their successors and assigns and shall be binding on Lender, its successors and assigns.
Release by Lender. 4. The Lender agrees to accept the Collateral and the issuance of the Guarantor Shares as payment and satisfaction in full of the Indebtedness and agrees to forever release the Debtors, their officers, directors, employees, servants and agents from any and all liabilities or obligations, whether currently known or unknown, in connection with the Indebtedness.
Release by Lender. (a) Lender for himself, his heirs, successors, assigns, and any and all other persons or entities claiming by or through Lender, does hereby release, acquit, and forever discharge Makers and any and all representatives, attorneys, employees, directors, officers, agents, predecessors, successors, assigns, and all other persons, firms or corporations connected with any of them and each of them, of and from the Obligations and any, every, and all actions, causes of action, suits (whether in law or in equity), claims of lien, debts, dues, sums of money, general damages, costs, expenses, attorneys’ fees, and any other demands for injuries or damages of any kind or nature which may have arisen or which may arise in the future solely on account of the Obligations and the Loan Documents.
Release by Lender. Other than as set forth in the Purchase Agreement, the Real Estate Note, the Huntingdon Notes and this Agreement, Lender, on behalf of himself, and his heirs, and assigns, hereby forever fully and finally releases and discharges Borrower, and the members, directors, officers, agents, affiliates, successors and assigns of Borrower, and any and all other persons and entities in the employ of or acting as agent for them, of and from any and all actions, causes of action, claims, demands, costs, loss of services, expenses, compensation, and any and all incidental or consequential damage of whatsoever type or nature, whether legal or equitable, which Lender now or may in the future claim against Borrower, including but not limited to any and all claims, demands or causes of action, arising out of, either directly or indirectly, Lender’s investment in or ownership of the Ownership interests or any equity or debt securities issued by Borrower.
