Certain Releases Clause Samples

Certain Releases. If the proceeds of any Advance will be used by the Borrower to acquire Collateral Obligations from the Equityholder, the Administrative Agent shall have received evidence satisfactory to it that any liens and other encumbrances on such Collateral Obligations have been terminated; and

Certain Releases. (a) Except in the case of Fraud or as otherwise expressly set forth in any Transaction Document, Purchaser, for itself and on behalf of its controlled Affiliates (including, after the Closing, the Acquired Companies) and its and their respective successors and assigns, in each case, in their capacity as such, acknowledges and agrees that, from and after the Closing, to the fullest extent permitted by Legal Requirement, any and all rights, claims, demands, obligations, liabilities, defenses, setoffs, counterclaims, actions and causes of action it has, had, may have or may have had against any Seller or any of its Affiliates (other than the Acquired Companies) or its or their Representatives (each, a “Seller Releasee”), in each case in their capacity as such, to the extent arising out of (i) Seller’s ownership or operation of the Business, (ii) the negotiation, execution or performance of any Transaction Document or the Transactions, (iii) any inaccuracy or breach of any representation or warranty or the breach of any covenant, undertaking or other agreement contained in this Agreement, the Seller Disclosure Schedules and Exhibits hereto or in any certificate contemplated hereby and delivered in connection herewith or (iv) any information (whether written or oral), documents or materials furnished in connection with the Transactions, are hereby irrevocably and unconditionally waived and released and covenant not to initiate or maintain any Proceeding relating to the foregoing against any Seller Releasee; provided that nothing contained in this Agreement shall release, waive, discharge, relinquish or otherwise affect the rights or obligations of any party hereto or any of their respective Affiliates with respect to enforcing the terms of any Transaction Document. (b) Except in the case of Fraud or as otherwise expressly set forth in any Transaction Document, Seller, for itself and on behalf of its controlled Affiliates, and its and their respective successors and assigns, in each case, in their capacity as such, acknowledges and agrees that, from and after the Closing, to the fullest extent permitted by Legal Requirement, any and all rights, claims, demands, obligations, l▇▇▇▇▇▇▇▇▇▇, defenses, setoffs, counterclaims, actions and causes of action it has, had, may have or may have had against any of (x) the Acquired Companies or their Representatives, in each case, in their capacity as such, or (y) Purchaser or any of its Affiliates (other than the Acquired Com...

Certain Releases. In the event that any asset sale permitted under subsection 9.3(d) consists in whole or in part of the sale of all of the capital stock of (or other ownership interests in) a Subsidiary that is owned by the Borrower or any other Subsidiary of the Borrower, upon the request of the Borrower, the Administrative Agent shall release the Subsidiary whose stock (or other ownership interests) has (have) been sold from any duties and obligations to the Lenders pursuant to this Agreement and the other Loan Documents to which such Subsidiary may be a party; provided that (a) at the times of such request and release any Indebtedness evidenced by a Pledged Note made by such Subsidiary has been fully satisfied, and (b) no Default has occurred and is continuing or would result from such releases.

Certain Releases. Other than during the continuance of a Default or Event of Default, at the request of the Borrower, the Administrative Agent shall release any Guarantor from the Guarantee Agreement in connection with (i) the sale, transfer or other disposition of such Guarantor, permitted by this Agreement (including, without limitation, in connection with any transaction that results in such Guarantor ceasing to be a Wholly Owned Domestic Subsidiary), or all or substantially all of the assets owned by such Guarantor in an Asset Sale permitted by this Agreement, or (ii) a redesignation of such Guarantor as an Unrestricted Subsidiary pursuant to Section 5.09(b); provided that prior to any such release pursuant to clause (i) of this subsection (c), the Borrower shall deliver a certificate of the Financial Officer of the Borrower setting forth in reasonable detail computations evidencing compliance with Sections 6.10 and 6.11 on a pro forma basis after giving effect to such release and certifying that no Default or Event of Default has occurred and is continuing, or would occur after giving effect to such release.

Certain Releases. Provided that no Default or Event of Default has occurred and is continuing or would result therefrom: (a) in the event that any asset sale permitted under Section 10.12 consists in whole or in part of the sale of all of the capital stock of (or other ownership interests in) a Subsidiary that is owned by the Company or any other Subsidiary of the Company, upon the request of the Company the Collateral Agent shall release the Subsidiary whose stock (or other ownership interests) has (have) been sold from any duties and obligations to the holder pursuant to this Agreement and the other Financing Agreements to which such Subsidiary may be a party; and (b) in connection with any other asset sale permitted under Section 10.12, upon the request of the Company the Collateral Agent shall execute and deliver any instruments reasonably required to release the assets sold from the Liens, if any, of the Financing Agreements.

Certain Releases. (i) Effective upon the Closing, each Seller hereby irrevocably waives, releases and discharges forever the Acquired Entities from any and all liabilities and obligations to such Seller of any kind or nature whatsoever, whether in its capacity as a Seller hereunder, as a stockholder, officer or director of any Acquired Entity or otherwise (including, without limitation, in respect of rights of contribution or indemnification) as to facts, conditions, transactions, events or circumstances prior to the Closing Date; provided, that this Section 8.2(g)(i) (x) is not intended to affect the remedies available against Buyer hereunder or under any employment arrangements commencing as of the Closing Date and (y) subject to Section 9.11, shall not apply to rights of indemnification from the Acquired Entities under the Acquired Entities’ organizational documents held by any such Seller unless, in any such case, such indemnification, obligation or liability arises from or relates to a breach by any Seller of, or is otherwise covered by, a representation, warranty, covenant, agreement or indemnity under this Agreement, the schedules hereto and/or any certificate delivered by any Seller to Buyer with respect thereto in connection with the Closing (without regard to time limitations set forth herein). (ii) Effective upon the Closing, except for claims or causes of action brought under this Agreement, each of the Buyer and the Acquired Entities hereby irrevocably waives, releases and discharges forever each of the Sellers from any and all liabilities and obligations to Buyer or such Acquired Entity of any kind or nature arising out of or relating to facts, conditions, transactions, events or circumstances prior to the Closing Date to the extent related to the Acquired Entities; provided, however, that this Section 8.2(g)(ii) will not be construed to release any of the Sellers (1) from his obligations under this Agreement or the Exhibits hereto (including, without limitation, any indemnification obligations hereunder) and (2) from any claims or causes of actions based upon intentional misrepresentation, fraud or deceit.

Certain Releases. The Company shall have obtained releases ---------------- in form and substance acceptable to Digital Angel as Digital Angel may reasonably require.

Certain Releases. In consideration of the mutual agreements, provisions, and covenants contained in this Letter Agreement, IPH, on its own behalf and on behalf of the IPH Indemnified Parties, unconditionally and forever agrees not to bring any claims for indemnity or breach under this Letter Agreement or the Transaction Agreement with respect to, and, except as set forth in this Letter Agreement, unconditionally and forever releases and discharges Seller and the Seller Indemnified Parties from,

Certain Releases. Without limiting the provisions of Paragraph 5G(1) above, the holders of the Notes agree that each of Grace and A&B II, LLC shall be automatically released from its obligations under the Multiparty Guaranty upon the consummation of the sale of all or substantially all of the business of Grace and its Subsidiaries to a Person other than Holdings or a Subsidiary or other Affiliate of Holdings in a transaction permitted under the terms of this Agreement, whether such sale is structured as the sale of all or substantially all of the assets of Grace and its Subsidiaries or as a sale of all or substantially all of the Equity Interests of Grace or of A&B II, LLC; provided that: (1) each of Grace and A&B II, LLC is, prior to or simultaneously with its release from the Multiparty Guaranty, released from any and all other Guarantees under all other Principal Credit Facilities; (2) no Default or Event of Default would exist immediately before or after giving effect to the release of Grace and A&B II, LLC from the Multiparty Guaranty; and (3) if any lender other than the holders of the Notes receives any consideration in connection with the release of Grace or A&B II, LLC from any Guarantee under any other Principal Credit Facility, then the holders of the Notes shall be paid an amount equal to their ratable share of such consideration concurrently therewith. Section 1.5. Clause (i) of Paragraph 5G(1) of the Note Purchase Agreement shall be and is hereby amended and restated as follows: (i) it shall cause any Subsidiary of Holdings that incurs, guarantees or otherwise becomes liable on any Unsecured Debt under any Principal Credit Facility, concurrently upon any such incurrence, any such guarantee or becoming so liable (a) to become a party to the Multiparty Guaranty by executing and delivering to the holders of the Notes a Joinder Agreement, and (b) to deliver to the holders of the Notes such organization documents, resolutions and favorable opinions of counsel, all in form, content and scope reasonably satisfactory to the Required Holders; and Section 1.6. Paragraph 5H of the Note Purchase Agreement shall be and is hereby amended and restated as follows: