Enzo Release Of Grifols Sample Clauses

Enzo Release Of Grifols. Subject to Grifols’ timely payment of the Grifols Payment under Section 3.1 and the carve-out set forth in Section 2.7 for AmpiProbe Technology, Enzo, on behalf of itself and its Affiliates, hereby releases, acquits and absolutely and forever discharges Grifols and its Affiliates and their (1) current and former officers, directors, employees, representatives, and agents; (2) shareholders (other than Persons, including Restricted Entities, that may have liability for patent infringement unrelated to their status as shareholders of Grifols); and (3) suppliers, customers, end-users, and distributors (but only to the extent that Grifols’ own conduct with respect to such Third Party would give rise to a colorable claim against Grifols for direct or indirect infringement under 35 U.S.C. § 271 but for the license granted to Grifols herein), from any claim, counterclaim, demand, allegation, damages, loss, debt, liability, account, reckoning, indemnity, obligation, cost, expense, lien, attorneys’ fee, and any other action or cause of action of any kind or nature, whether now known or unknown, arising out of or related to (i) infringement of the Licensed Enzo Patents by Grifols and its Affiliates to the extent occurring before the Effective Date; (ii) the claims, defenses, and counterclaims asserted in, and the conduct of, the Litigations; and (iii) the conduct of settlement negotiations (except for representations or obligations expressly included in this Agreement). For the avoidance of doubt, no release shall extend to any Third Party for any act that would give rise to an independent claim of infringement of the Licensed Enzo Patents against such Third Party. In no event shall the release granted herein extend to any of the Restricted Entities. The scope of this release is fixed as of the Effective Date. Except as expressly set forth herein, this release shall not apply to any Third Party, or any business, assets, or products thereof, acquired by Grifols or its Affiliates (whether by merger, consolidation, share acquisition, or acquisition of all or substantially all assets or otherwise) after the Effective Date.
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Related to Enzo Release Of Grifols

  • Release of Releasees ‌ (1) Upon the Effective Date, and in consideration of payment of the Settlement Amount, and for other valuable consideration set forth in the Settlement Agreement, the Releasors forever and absolutely release the Releasees from the Released Claims that any of them, whether directly, indirectly, derivatively, or in any other capacity, ever had, now have, or hereafter can, shall, or may have.

  • Photo Release The Resident grants to University permission to: record Resident's participation and appearance on videotape, audiotape, film, photograph or any other medium; use Resident's name, likeness, voice and biographical material in connection with such recordings; exhibit or distribute such recordings in whole or in part without restrictions or limitation for any legal purpose, including without limitation educational or promotional purposes, which the University and those acting pursuant to its authority deem appropriate; and copyright such recordings in its own name or to publish, to market and to assign without consideration, compensation or report to Resident.

  • Amendment of Release Schedule The new release schedule will apply 10 days after the Escrow Agent receives a certificate signed by a director or officer of the Issuer authorized to sign (a) stating that the Issuer has become an established issuer by satisfying one of the conditions in section 3.1 and specifying the condition; (b) stating that the release schedule for the Issuer’s escrow securities has changed; (c) stating that the Issuer has issued a news release at least 10 days before the first release date under the new release schedule and specifying the date that the news release was issued; and (d) specifying the new release schedule.

  • Separation Agreement and General Release The Company’s obligation to make the Severance Payment is conditioned on Executive or Executive’s legal representatives executing a separation agreement and general release of claims related to or arising from Executive’s employment with the Company or the termination of employment against the Company and its affiliates (and their respective officers and directors) in a form reasonably determined by the Company, which shall be provided by the Company to Executive within five days following the Date of Termination; provided that, if Executive should fail to execute (or revokes) such release within 45 days following the Date of Termination, the Company shall not have any obligation to provide the Severance Payment. If Executive executes the release within such 45-day period and does not revoke the release within seven days following the execution of the release, the Severance Payment will be made in accordance with Section 4(a)(ii).

  • Execution of Release This Release may be executed in several counterparts, each of which shall be considered an original, but which when taken together, shall constitute one Release. PLEASE READ THIS RELEASE AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT. THIS RELEASE CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING THOSE UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT, AND OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITING DISCRIMINATION IN EMPLOYMENT.

  • Release of D&O Lock-up Period If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in the Lock-Up Agreements described in Section 2.24 hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two (2) Business Days before the effective date of the release or waiver.

  • COMMERCIAL REUSE OF SERVICES The member or user herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to 's sites.

  • Specific Release of ADEA Claims In further consideration of the payments and benefits provided to Executive under the Employment Agreement, the Releasors hereby unconditionally release and forever discharge the Releasees from any and all Claims that the Releasors may have as of the date Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, Executive hereby acknowledges and confirms the following: (i) Executive was, and is hereby, advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to Executive the terms of this Agreement, including, without limitation, the terms relating to Executive’s release of claims arising under ADEA, and Executive has in fact consulted with an attorney; (ii) Executive was given a period of not fewer than 21 days to consider the terms of this Agreement and to consult with an attorney of his choosing with respect thereto; (iii) Executive knowingly and voluntarily accepts the terms of this Agreement; (iv) the payments and benefits provided to Executive in consideration of this release are in addition to any amounts otherwise owed to Executive; and (v) this Agreement is written in a manner designed to be understood by Executive and he understands it. Executive also understands that he has seven days following the date on which he signs this Agreement within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph.

  • PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS The Contractor certifies and warrants that all wood products to be used under this contract award will be in accordance with, but not limited to, the specifications and provisions of Section 165 of the State Finance Law, (Use of Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an exemption under this law will be the responsibility of the contractor to establish to meet with the approval of the State. In addition, when any portion of this contract involving the use of xxxxx, whether supply or installation, is to be performed by any subcontractor, the prime Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in §165 State Finance Law. Any such use must meet with the approval of the State; otherwise, the bid may not be considered responsive. Under bidder certifications, proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of the State.

  • COMMENCEMENT OF WORK UNDER A SOW AGREEMENT Commencement of work as a result of the SOW-RFP process shall be initiated only upon issuance of a fully executed SOW Agreement and Purchase Order.

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