Confirmation and Release Sample Clauses
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Confirmation and Release. YA Global hereby represents and warrants to the Company that to the best of its knowledge it has complied with its obligations under all prior agreements (including, without limitation, debentures, warrants, securities purchase agreements and security agreements) between YA Global and the Company and, in connection therewith, has made no misrepresentation to the Company and has complied with all of its legal requirements (the “Confirmation”). In consideration thereof, the Company does hereby agree to, on behalf of itself and its agents, representatives, attorneys, assigns, heirs, subsidiaries, executors and administrators (collectively, “Company Parties”) RELEASE AND FOREVER DISCHARGE YA Global and its subsidiaries and its respective affiliates, parents, joint ventures, officers, directors, shareholders, interest holders, members, managers, employees, consultants, representatives, successors and assigns, heirs, executors and administrators (collectively, “Buyer Parties”) from all causes of action, suits, debts, claims and demands whatsoever known or unknown, at law, in equity or otherwise, which the Company Parties ever had or now has, and any claims for reasonable attorneys’ fees and costs, and including, without limitation, any claims relating to fees, penalties, liquidated damages, and indemnification for losses, liabilities and expenses. Based upon and subject to the Confirmation, the release contained in this Section is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, or implied or express contract. It is expressly understood and agreed that this release shall operate as a clear and unequivocal waiver by the Company Parties of any such claim whatsoever.
Confirmation and Release. Except as specifically set forth herein, all other terms and conditions of the Master Lease shall remain unmodified and in full force and effect, the same being confirmed and republished hereby. In the event of any conflict between the terms of the Master Lease and the terms of this Amendment, the terms of this Amendment shall control.
Confirmation and Release. ▇▇▇▇▇▇▇ ▇▇▇▇▇, on behalf of itself and its present, former, and future subsidiaries, partners, members, affiliates, managers, officers, directors, employees, counsel, agents, contractors, successors, assigns, heirs, and legal or personal representatives (collectively, the "Releasing Parties") hereby confirms that, upon payment of the Additional Payment, no amount is or will be due or owing to ▇▇▇▇▇▇▇ ▇▇▇▇▇ (including in the form of warrants or other equity equivalents) on account of the Sandler Investment, pursuant to Section 3(g) of the ST Agreement or otherwise, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ further fully, finally, and forever releases, remises, discharges, and acquits LMI and any and all of its past, present, and future employees, agents, representatives, and attorneys, and all other entities that could or might act on LMI's behalf from and against any and all claims, actions, causes of action, debts, damages, demands, offsets, payments, costs, attorneys' fees, obligations of every kind and nature, rights, liabilities, charges, expenses, contracts, promises, or agreements, direct or indirect, regardless of the legal theory upon which they are based, whether known or unknown, now existing or arising at any time in the future, liquidated or unliquidated, arising out of any and all agreements, events, acts or conduct related to or arising in any way out of the Sandler Investment. Notwithstanding the foregoing, nothing herein shall reduce or otherwise affect the right of ▇▇▇▇▇▇▇ ▇▇▇▇▇ to receive compensation (in the form of placement agent fees and/or warrants) with respect to additional sales of Series 3 Preferred Stock, if any, in accordance with Section 3(g) of the ST Agreement.
Confirmation and Release. Each Borrower hereby acknowledges and confirms that all Obligations (whether representing outstanding principal, accrued and unpaid interest, accrued and unpaid fees or any other Obligations of any kind or nature) currently owing by Borrowers under the Loan Agreement and the Other Documents, as reflected in the books and records of Agent and Lenders as of the date hereof, are unconditionally owing from and payable by Borrowers, and Borrowers are jointly and severally indebted to Agent, Issuer, Lenders and the other Secured Parties with respect thereto, all without any set-off, deduction, counterclaim or defense. Each Borrower acknowledges and agrees that it has no actual or potential claim or cause of action against Agent, Issuer or any Lender or other Secured Party relating to the Loan Agreement or any Other Document and/or the Obligations arising thereunder or related thereto, in any such case arising on or before the date hereof.
Confirmation and Release. The Confirmation and Release Agreement, in the form attached hereto as Exhibit P (the "Confirmation and Release"), shall have been duly executed and delivered by the Company and shall be in full force and effect.
Confirmation and Release kiWW hereby confirms that upon satisfaction of all obligations under Section 3.3, above, the NuGene Parties shall have adequately performed and satisfied all of their obligations under the License Agreement through and including the end of calendar year 2016. As such, the NuGene Parties would then not be in breach of the License Agreement in any respect, and the releases, on behalf of kiWW, provided hereunder would be of full force and effect.