Limitations on Releases. Notwithstanding anything to the contrary herein, the waivers, releases and discharges contained in Section 4 do not waive or otherwise affect any of the following claims:
(a) Claims relating to Executive's continuing obligations under (i) the Employment Agreement (including without limitation obligations under Sections 6, 7 and 8 thereof) and (ii) the Employee Confidentiality, Non-Solicitation, and Non-Competition Agreement by and between Executive, Delta Apparel and Soffe dated on or about the date of the Employment Agreement;
(b) Claims that Soffe, Delta Apparel or any of their affiliates may have under the Stock Purchase Agreement and/or any Related Agreements;
(c) Claims arising from fraud or illegal activities of Executive; and
(d) Any claims prohibited by applicable law from being included in this release.
Limitations on Releases. Executive has accrued as of his termination certain vested rights to benefits under Soffe's and/or Delta Apparel's benefit plans. Executive shall be entitled to receive his vested accrued benefits under such benefit plans in accordance with their respective terms. Notwithstanding anything to the contrary herein, the releases contained in Section 1 hereof do not waive or otherwise affect Executive's rights to such vested accrued benefits. Moreover, notwithstanding anything to the contrary herein, the waivers, releases and discharges contained in Section 1 do not waive or otherwise affect any of the following claims:
(a) Claims relating to Soffe's or Delta Apparel's continuing obligations under the Employment Agreement (including without limitation the obligation to pay amounts due under Section 5 thereof);
(b) Claims that Executive may have under that certain Amended and Restated Stock Purchase Agreement dated as of __________, 2003, by and among Executive, Soffe, Delta Apparel, MJS Acquisition Company, and the other shareholders of Soffe (the "Stock Purchase Agreement") and/or any Related Agreements (as defined in the Stock Purchase Agreement);
(c) Claims that Executive may have against Soffe for reimbursement of business expenses incurred by him during the course of his employment;
(d) Claims that Executive may have for payment of Base Salary, Incentive Compensation (as such terms are defined in the Employment Agreement), bonuses, or fringe benefits properly due to him, or other amounts or benefits due to him under the Employment Agreement;
(e) Claims respecting matters for which Executive is entitled to be indemnified under the Articles of Incorporation or Bylaws of Soffe or Delta Apparel and applicable law respecting third party claims asserted or third party litigation pending or threatened against Executive;
(f) Claims arising from fraud or illegal activities of Soffe or Delta Apparel not attributable to Executive; and
(g) Any claims prohibited by applicable law from being included in this Release.
Limitations on Releases. 7.4.1 The California Parties and Additional Settling Participants may continue to cooperate with all state and federal investigations and to participate in all matters before FERC; provided that, as of the Settlement Effective Date, the California Parties and Additional Settling Participants shall withdraw from and not prosecute any litigation, administrative proceedings, or investigations with respect to Settling Supplier insofar as such prosecution would be inconsistent with the foregoing released claims.
7.4.2 The releases set forth in Sections 7.2 and 7.3 do not constitute a waiver or release of any claims by the California Attorney General for any actions of or omissions by Settling Supplier either before or subsequent to the Settlement Effective Date that are either: (a) criminal; or (b) willfully fraudulent; provided, however, that the releases set forth in Sections 7.2 and 7.3 do extend to willfully fraudulent claims (if any) that are based solely upon acts or omissions of Settling Supplier that (i) occurred prior to the Settlement Effective Date, and (ii) are currently known by the California Attorney General’s Office.
7.4.3 All Parties and Additional Settling Participants shall remain free to initiate or participate, without limitation, in any existing or future proceeding that may determine the rights and/or obligations of parties other than Settling Supplier, and to initiate or participate in any existing or future proceeding that may determine the rights and/or obligations of Settling Supplier to the extent not inconsistent with the releases set forth in Sections 7.2 and 7.3, including, but not limited to, proceedings addressing, prospectively, generic issues concerning market structure, scheduling rules, generally applicable market rules, and generally applicable price mitigation. Subject to the foregoing sentence, all defenses, claims, or allegations made or asserted, or that could be made or asserted, in any such proceeding are unaffected by this Agreement and expressly retained and preserved by the Parties and Additional Settling Participants.
7.4.4 Nothing in this Agreement shall affect the right of Settling Supplier or any Settling Participant to take any position in any proceeding with respect to which court or agency should determine the enforceability of any contract for the sale of electricity.
7.4.5 Nothing in this Agreement affects any obligation that any Party or Additional Settling Participant may have to pay Refund Offsets or ot...
Limitations on Releases. The releases set forth above in Paragraphs 2.2 and 2.3 are limited to the United States only and do not apply to, and the Parties expressly reserve their rights with respect to, any and all actions, causes of action, claims, suits, obligations, liabilities, and demands whatsoever outside the United States. In addition, the releases set forth above in Paragraphs 2.2 and 2.3 do not apply to:
(a) Any claims based upon or arising out of the rights and obligations created by this Agreement; or
(b) The rights of the Parties with respect to the Duke Patent(s) and the Eisai Patent(s) in any and all present or future proceedings in the U.S. Patent and Trademark Office, including but not limited to any interference proceeding relating to the Duke Patent(s), the Eisai Patent(s), or the applications for those patents.
Limitations on Releases. The releases in this Agreement expressly exclude claims that cannot be released by law and claims to vested benefits, workers’ compensation, or unemployment benefits.
Limitations on Releases. The releases set forth above in Paragraphs 2.1 and 2.2 do not apply to: (a) any claims based upon or arising out of the rights and obligations created by this Agreement; or (b) the rights of the Parties with respect to the Duke United States Patent(s) and the Eisai United States Patent(s) in any and all present or future proceedings in the U.S. Patent and Trademark Office, including but not limited to any interference proceeding relating to the Duke United States Patent(s), the Eisai United States Patent(s), or the applications for those patents; (c) the rights of the Parties with respect to the Duke Foreign Patent(s) and the Eisai Foreign Patent(s) in any and all present or future proceedings in any Patent Office outside the United States; or (d) the rights of the Parties under the December 14, 2006 Settlement Agreement.
Limitations on Releases. From time to time after the execution and delivery of the Security Documents, the Borrower may, without the consent of the Agent or the Lenders, sell, transfer or dispose of (i) any tangible property subject to the Lien of the Security Documents for which replacement items of the same character and at least equivalent fair market value, useful life and utility have been substituted and become part of the Collateral and (ii) other tangible property subject to the Lien of the Security Documents that is not necessary for the proper operation of the Facility, if, at the time of such disposition and after giving effect thereto, no Default or Event of Default exists and the property subject to the Lien of the Security Documents will be adequate to operate the Facility with the capabilities described in the definition of such term in Section 1.01 hereof; provided, however, that the Borrower shall not in any calendar year dispose of property pursuant to the foregoing clause (ii) having a fair market value as of the respective time or times of the sale, transfer or disposition exceeding $350,000 at any one time or $750,000 in the aggregate. Nothing in this Section 17.05
(a) shall restrict the Borrower's right to sell Bonds pledged under a Bond Pledge Agreement in accordance with the terms thereof.
Limitations on Releases. From time to time after the execution and delivery of the Security Documents, the Partnership may, without consent of the Majority Banks, sell, transfer or dispose of (a) any tangible property subject to the Lien of the Security Documents for which replacement items of the same character and at least equivalent fair market value and utility have been substituted and become part of the Collateral and (b) other tangible property subject to the Lien of the Security Documents that is not necessary for the proper operation of the Facility, if, at the time of such disposition and after giving effect thereto, no Default or Event of Default exists and the property subject to the Lien of the Security Documents will be adequate to operate the Facility with the capabilities described in the definition of such term in Section 1.1 hereof; provided, however, that the
Limitations on Releases. The provisions of paragraph 4.1 notwithstanding, the Parties are not released from: (1) any and all warranty obligations relating to the Project, including corrective work as a result of latent defects, and/or as set forth in the HED Agreement; and (2) any indemnity obligations under the HED Agreement.
Limitations on Releases. Megaro has acxxxxx as of the Termination Date certain vested rights to benefits under one or more employee pension benefit plans (as defined in the Employee Retirement Income Security Act of 1974, as amended) in particular, the Trimeris, Inc. 401(k) Plan maintained by the Company. Megaro shall be xxxxxled to receive his vested accrued benefits under such employee pension benefit plans in accordance with their respective terms. The releases contained in this document do not waive or otherwise affect Megaro's rights xx xxxx vested accrued benefits. The releases contained in this document do not waive or otherwise affect Megaro's rights xxxx xxy arise under this Agreement or Megaro's right xx xxxk statutory indemnification, when applicable. Similarly, the Company has certain rights in the Inventions Agreement, the Notes, the Stock Restriction Agreements, the Stock Pledge Agreements and the Option Agreement, as modified by the provisions of Sections 3, 4, and 5 above (the "Megaro Agreemexxx"). The releases contained in this document do not waive or otherwise affect (except as specified in Sections 3, 4 and 5 above) the Company's rights under the Megaro Agreemenxx.
