ContractsCounsel has assisted 76 clients with release of liability and hold harmless agreements and maintains a network of 76 business lawyers available daily. These lawyers collectively have 23 reviews to help you choose the best lawyer for your needs. Customers rate lawyers for release of liability and hold harmless agreement matters 5.0.
A release of liability and hold harmless agreement is a legal contract that releases original contract parties from their obligations. When two or more parties enter into an agreement, they take on certain liabilities and obligations under the rules of the agreement. When they are no longer held responsible fort these items, a release of liabiltiy and hold harmless agreement allows them to legally abandon their liabilities and obligation without risk of legal retaliation, as long as all original parties to the agreement are on board.
In addition to parties no longer being held liable for their contractual duties, this agreement also releases them from any financial obligations set forth in the original agreement.
Below is a list of common sections included in Release Of Liability And Hold Harmless Agreements. These sections are linked to the below sample agreement for you to explore.
LIMITED RELEASE AND INDEMNITY AGREEMENT
THIS LIMITED RELEASE AND INDEMNITY AGREEMENT, dated as of April 16, 2003 (this “ Release ”), is entered into by and among UNION BANK OF CALIFORNIA, N.A. (“ UBOC ”), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (“ LLCP ”), and OVERHILL FARMS, INC., a Nevada corporation (“ Overhill Farms ”).
R E C I T A L S
A. UBOC, Overhill Farms and OVERHILL L.C. VENTURES, INC., a California corporation (“ Overhill Ventures ”), are party to that certain Amended and Restated Loan and Security Agreement dated as of October 29, 2002, as amended by a First Amendment to Amended and Restated Loan and Security Agreement dated as of November 22, 2002, a Second Amendment to Amended and Restated Loan and Security Agreement dated as of December 20, 2002, and a Third Amendment to Amended and Restated Loan and Security Agreement dated as of April 4, 2003 (as so amended, and including all exhibits and schedules thereto, the “ Loan Agreement ”). Unless otherwise indicated, all capitalized terms used and not defined in this Release shall have the meanings ascribed to such terms in the Loan Agreement.
B. Concurrently herewith, PLEASANT STREET INVESTORS, LLC, an affiliate of LLCP (the “ LLCP Affiliate ”), and UBOC are entering into an Agreement of Purchase and Sale dated of even date herewith (the “ Purchase Agreement ”) pursuant to which, among other things, UBOC is selling, assigning and transferring to the LLCP Affiliate, and the LLCP Affiliate is purchasing from UBOC, all of UBOC’s right title and interest in and to the Assigned Interests (as defined therein), on the terms and subject to the conditions set forth therein.
C. In connection with the sale and assignment of the Assigned Interests by UBOC to the LLCP Affiliate, UBOC and LLCP wish to release each other from certain Claims (as defined below) and, at the request of UBOC, Overhill Farms is releasing UBOC from certain Claims (as defined in Recital D below) and indemnifying and holding harmless UBOC from certain Losses (as defined in Section 3 below), all on the terms and subject to the conditions set forth herein.
D. For purposes of this Agreement, the term “ Claims ” means any and all claims, actions, causes of action, suits, demands, liabilities, damages, judgments, obligations, costs, expenses (including, without limitation, attorneys’ fees) or losses of any kind or nature, whether in law or in equity, presently known or unknown, fixed or contingent, accrued or unaccrued, suspected or unsuspected, or foreseen or unforeseen.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. UBOC Parties; Release .
Except as set forth in this Release, UBOC, on behalf of itself and its shareholders, subsidiaries, affiliates, partners, officers, directors, employees, administrators, custodians, agents, consultants, joint venturers, insurers, representatives, attorneys, successors and assigns (collectively with UBOC, the “ UBOC Parties ”), does hereby fully and irrevocably release, remise, forgive, dismiss on the merits and forever discharge any and all Claims which any UBOC Party ever had, now has or may hereafter have against LLCP and any of its direct or indirect partners (whether general or limited), officers, directors, employees, agents, members, consultants, parents, subsidiaries, affiliates, joint venturers, insurers, heirs, executors, administrators, custodians, representatives, attorneys, successors and assigns (collectively with LLCP, the “ LLCP Parties ”), arising out of or based upon any act, occurrence, omission, fact or circumstance occurring prior to the date hereof with respect to LLCP’s investment in Overhill Farms, including, without limitation, Claims arising out of or based upon (i) the Intercreditor Agreement (including all amendments, supplements or other modifications thereto); (ii) any actions taken or omitted to be taken by LLCP or any such other releasees in connection therewith; (iii) the enforcement of any of LLCP’s rights, powers or remedies under or in connection with the Subordinated Debt Documents (including, without limitation, all amendments, supplements or other modifications thereto); and (iv) any of the transactions contemplated by any of the foregoing.
2. LLCP Parties; Release .
Except as set forth in this Release, LLCP, on behalf of itself and the other LLCP Parties, does hereby fully and irrevocably release, remise, forgive, dismiss on the merits and forever discharge any and all Claims which any LLCP Party ever had, now has or may hereafter have against any UBOC Party arising out of or based upon any act, occurrence, omission, fact or circumstance occurring prior to the date hereof with respect to the financial accommodations made by UBOC in Overhill Farms, including, without limitation, Claims arising out of or based upon (i) the Intercreditor Agreement (including all amendments, supplements or other modifications thereto); (ii) any actions taken or omitted to be taken by UBOC in connection therewith; (iii) the enforcement of any of UBOC’s rights, powers or remedies under or in connection with the Loan Documents (including, without limitation, all amendments, supplements or other modifications thereto); and (iv) any of the transactions contemplated by any of the foregoing.
3. Overhill Parties; Release and Indemnification .
Except as set forth in this Release, Overhill Farms, on behalf of itself and its officers, directors, employees, agents, members, consultants, parents, subsidiaries, affiliates (including Overhill Ventures), joint venturers, insurers, heirs, executors, administrators, custodians, representatives, attorneys, successors and assigns (collectively, the “ Overhill Parties ”), does hereby (a) fully and irrevocably release, remise, forgive, dismiss on the merits and forever discharge any and all Claims which any Overhill Party ever had, now has or may hereafter have against any UBOC Party arising out of or based upon any act, occurrence, omission, fact or circumstance occurring prior to the date hereof and (b) agrees to indemnify and hold harmless the UBOC Parties from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including, without limitation, attorneys’ fees and disbursements) (collectively, “ Losses ”) which the UBOC Parties may incur or suffer as a result of, arising from or relating to the Purchase Agreement and the transactions contemplated thereunder and hereunder and the financial accommodations made by UBOC in Overhill Farms, including, without limitation, Claims arising out of or based upon (i) the Intercreditor Agreement (including all amendments, supplements or other modifications thereto); (ii) any actions taken or omitted to be taken by UBOC in connection therewith; (iii) the enforcement of any of UBOC’s rights, powers or remedies under or in connection with the Loan Documents (including, without limitation, all amendments, supplements or other modifications thereto); and (iv) any of the transactions contemplated by any of the foregoing.
4. Matters Not Released .
Notwithstanding anything to the contrary contained herein or otherwise, nothing contained in Sections 1 or 2 of this Release is intended, nor shall anything be construed, to release or discharge any released party from any Claims arising out of, relating to or based upon (a) the Purchase Agreement, the agreements, instruments and other documents contemplated thereby or the transactions contemplated thereby, including, without limitation, any failure to perform its indemnification obligations thereunder, or (b) the breach by any party of, or the failure by any party to perform, any of its representations, warranties, agreements or obligations hereunder. Further, the parties recognize and acknowledge that this Release is not intended, and shall not be construed, to release or discharge any party for Claims in any way connected with or related to, directly or indirectly, fraud, or any claims, actions or suits that are based upon events, circumstances or occurrences existing, arising or occurring on or after the date hereof.
5. Waiver of Civil Code Section 1542 .