Limited Releases Clause Samples
A Limited Releases clause restricts the scope of any release of claims or liabilities to specific matters or parties, rather than providing a broad or general release. In practice, this means that only certain disputes, events, or obligations identified in the agreement are covered by the release, while all other rights or claims remain unaffected. This clause is essential for ensuring that parties do not unintentionally waive unrelated claims, thereby maintaining clarity and control over which issues are resolved and which remain open for future action.
Limited Releases. 8.01. For good and valuable consideration, effective upon the occurrence of the Agreement Effective Date, each Party hereby releases and discharges each Released Party from any and all Causes of Action, whether known or unknown, asserted on behalf of such releasing Party or that such releasing Party would have been legally entitled to assert (whether individually or collectively), arising on or before the Agreement Effective Date and arising from any Released Party’s negotiation of and/or entry into this Agreement, the Investment Agreement, or the other Definitive Documents.
8.02. Notwithstanding anything to the contrary in Section 8.01, the releases set forth in Section 8.01 do not release: (a) any post-Agreement Effective Date obligations of any Party or Entity under this Agreement, the Investment Agreement, any Restructuring Transaction, or any other document, instrument, or agreement (including the Definitive Documents) executed to implement this Agreement or the Restructuring Transactions; (b) any Claims against the Company Parties for principal, interest, or other amounts owing under the Finance Documents or any Equity Interests; or (c) any Causes of Action (i) arising before the commencement of the negotiation of this Agreement and the Investment Agreement, (ii) unrelated to the negotiation of or entry into this Agreement, the Investment Agreement, or the other Definitive Documents, (iii) between one Company Party and another Company Party, (iv) between any Party and that Party’s own Affiliates, or between any Party and/or that Party’s Affiliates and their own respective current and former directors, managers, officers, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries, partners, limited partners, general partners, principals, members, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals; or (v) solely to the extent any such Cause of Action, as determined by a final order of a court of competent jurisdiction, arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct, or gross negligence. The releases in Section 8 are in addition to, and not in lieu of, the releases to be included in the Plan or other Definitive Documents.
Limited Releases. 3.01 Only upon receipt of both of a (i) Royalty Reporting Form completed in all material respects and (ii) payment in full of the Balance Due (plus any applicable interest) for the relevant period (e.g., Past Use Period, or a subsequent quarterly Reporting Period), a Limited Release shall take effect with respect to the corresponding Royalty‐Bearing Products reported on the Royalty Reporting Form.
3.02 Subject to Clause 3.03 below, no royalties shall be due for those units of Royalty‐Bearing Products for which Registrant demonstrates to Philips’ satisfaction that another party has paid the royalties in full to Philips, otherwise due under this Agreement, for use of all of the Release Patents.
3.03 A Limited Release shall mean, with respect to a Royalty‐Bearing Product correctly reported in accordance with the provisions of Clause 3.01, a release, granted by Philips, on behalf of itself and its Affiliates, to the benefit of (i) Registrant or the Registrant Affiliate that Sold that Royalty‐Bearing Product and (ii) a supplier, re‐seller, downstream acquirer and end‐user purchaser of that Royalty‐Bearing Product, from all claims of infringement of any Release Patent, but such Limited Release shall not extend:
(i) to any product that is not a Scope Product (even if reported on the corresponding Royalty Reporting Form);
(ii) to any Royalty‐Bearing Product, by category of product or as individual units, not specifically identified on the corresponding Royalty Reporting Form;
(iii) to any re‐seller or customer not identified on the Royalty Reporting Form for the applicable Reporting Period;
(iv) for a customer identified on the Royalty Reporting Form, to any Scope Product not reported as being Sold to such customer;
(v) to any intellectual property other than the Release Patents;
(vi) to any Scope Product bearing a trademark or model number not reported on the corresponding Royalty Reporting Form; or
(vii) to any product not Sold by Registrant, its Affiliates or their re‐sellers in the Patent Country.
3.04 If Registrant submits a Royalty Reporting Form which is deficient in any respect, Philips shall endeavor to notify Registrant of such deficiency and cooperate with Registrant to correct such deficiencies. In accordance with Clause 3.01, no Limited Release shall take effect for Royalty‐Bearing Products reported in a deficient Royalty Reporting Form or for which the Balance Due has not been paid in full until such deficiencies have been corrected and payments have...
Limited Releases. Upon the occurrence of Designated Event as described in clause (2) of the definition (the date of such occurrence, the “Release Date 2”), and solely in the event that a Designated Event as described in clause (1) of the definition has not previously occurred, each Participant and the Participant Advisor, on their own behalf and on behalf of their respective directors, officers, members, and managers, automatically and irrevocably releases and forever discharges the Released Parties from any and all Claims which each Participant and the Participant Advisor now has, has ever had, or may hereafter have against the Released Parties arising from or related to any and all matters from the beginning of time to Release Date 2 other than Claims for compensatory damages (which shall not include any Claims for punitive damages, pre-judgment interest, and attorneys’ fees) arising from the previous transactions between the Participants, the Participant Advisor and the Partnership and its affiliates. This release shall take effect automatically on Release Date 2 without any further action required by any Party or other person. The Parties acknowledge and agree that this release is self-executing and that no additional documentation or action is necessary to effectuate this release.
Limited Releases. 1. The Debtor, the Reorganized Debtor, the Chapter 11 Trustee, and the H▇▇▇▇▇ Parties (the “Debtor and H▇▇▇▇▇ Parties Releasors”), and all persons claiming by, through or under them shall be deemed to have fully released and discharged the Studios and their agents, attorneys, employees, officers, directors, representatives, affiliates, subsidiaries, predecessors, successors and assigns (collectively, the “Studio Released Parties”), from any and all manner of actions, causes of action in law or equity, suits, debts, liens, contracts, liabilities, claims, demands, damages, losses, fees, costs or expenses, set offs, or claims for recoupment, of any kind or nature whatsoever, known or unknown, fixed or contingent, (collectively, “Claims”) that concern, arise out of or relate to, the Claims and allegations in the California Action, the Utah Declaratory Judgment Action or the Bankruptcy Case that were asserted or could have been asserted by the Debtor and the H▇▇▇▇▇ Parties in any of those actions, or could have been asserted in any forum or proceeding or otherwise by the Debtor and the H▇▇▇▇▇ Parties against the Studio Release Parties that the Debtor and H▇▇▇▇▇ Parties Releasors have or may have against the Studio Release Parties, from the beginning of time to the Effective Date (collectively the “Debtor and H▇▇▇▇▇ Parties’ Released Claims”). The Debtor and H▇▇▇▇▇ Parties’ Released Claims do not include claims that concern, arise out of, or are based upon the Settlement Agreement, Plan, Note, Security Agreement, Covenant Not to Compete, including all exhibits and attachments thereto, arising after the Effective Date.
2. The Studios, and all persons claiming by, through or under them (the “Studio Releasors”) shall be deemed to have fully released and discharged the Debtor, the Reorganized Debtor, the Chapter 11 Trustee, and the H▇▇▇▇▇ Parties and their agents, attorneys, employees, officers, directors, representatives, affiliates, subsidiaries, predecessors, successors and assigns (collectively, the “Debtor Release Parties”), from any and all manner of actions, causes of action in law or equity, suits, debts, liens, contracts, liabilities, claims, demands, damages, losses, fees, costs or expenses, set offs, or claims for recoupment, of any kind or nature whatsoever known or unknown, fixed or contingent, (collectively, “Claims”), that concern, arise out of or relate to, the Claims and allegations in the California Action, the Utah Declaratory Judgment Action or t...
Limited Releases. Each Party, and its affiliated agencies, departments, employees, agents, officials, officeholders, insurers, attorneys and all other representatives release and forever discharge the other Party, and its affiliated agencies, departments, employees, agents, officials, officeholders, insurers, attorneys and all other representatives from all claims, demands, causes of action, damages, attorneys’ fees, costs, suits, or liabilities of whatever kind or nature, fixed or contingent, known or unknown, in law or equity that were or could have been alleged in the Lawsuit or are in any way connected with or arise directly or indirectly out of the Desal Expansion. Subject to Sections 8.3 and 11 of this Agreement, these limited releases do not apply to any claims the Parties may have regarding either Party's rights or priorities to water in the SDF.
36.1 Each of the Parties has read Section 1542 of the California Civil Code, has consulted with its respective counsel regarding its terms, and understands its provisions. Accordingly, each Party expressly waives the rights and benefits conferred upon it by the provisions of Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. // // // // // // // // // // // // // // // Survival Provisions. In the event this Agreement is terminated, Sections 10, 13, 15, and 16 shall survive.
Limited Releases