Parent Release. For any patient/student to be released from the school for the purpose of obtaining scheduled services with Xxxxx Xxxxxx, the parent/legal guardian of the patient/student shall provide to the school a release form detailing the dates and times the patient/student shall be released, including the estimated time period that the patient/student will be absent from the school's custody, date and supervision.
i. Xxxxx Xxxxxx in consultation with the parent/legal guardian of the patient/student shall determine the most appropriate way to transfer the patient/student from the school's classroom to the leased premises of Xxxxx Xxxxxx and likewise the return from the leased premises of Xxxxx Xxxxxx to the school's classroom.
ii. The school shall not be responsible for the transfer of the student nor any wrongful or negligent event that occurs to the student during the course of the patient/student transfer periods.
Parent Release. Except as provided in Section 5.1(c) and except with respect to matters subject to indemnification pursuant to Section 5.4, effective as of the Effective Time, Parent does hereby remise, release and forever discharge each New BBX Capital Entity, their respective Affiliates, successors and assigns, and all Persons that at any time prior to the Effective Time have been shareholders, members, partners, directors, managers, officers, agents or employees of New BBX Capital or any such New BBX Capital Entity (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “New BBX Capital Released Persons”), from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, whether or not known as of the Effective Time. Parent acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Liabilities which are presently unknown, unanticipated and unsuspected, and further agrees, represents and warrants that this Section 5.1(b) has been negotiated and agreed upon in light of that realization and that it nevertheless hereby intends to release and discharge the New BBX Capital Released Persons with regard to such unknown, unanticipated and unsuspected matters.
Parent Release. Parent, on behalf of itself and its Affiliates, hereby irrevocably waives, releases and discharges, effective as of the Closing, the holders of Parent Shares, including Sponsor, and their respective predecessors, successors, subsidiaries and Affiliates, and any of their respective current and former officers, directors, employees, consultants, agents, representatives and advisors, in each case, from any and all liabilities and obligations of any kind or nature whatsoever that such person or its Affiliates has or may have, now or in the future, arising out of, relating to, or resulting from any matter or cause whatsoever arising prior to the Closing, in each case, whether known or unknown, absolute or contingent, liquidated or unliquidated, and whether arising under any agreement or understanding or otherwise, at law or equity, arising out of or in connection with the ownership by the holders of Parent Shares, any person’s service as a director or officer of Parent and any acts or omissions of any person on behalf of Parent. [Signature Page Follows.]
Parent Release. Except (a) for the rights and remedies in respect of this Agreement and the Ancillary Documents, (b) with regard to those items listed on Schedule 4.10 of the Disclosure Letter or (c), with respect to any director, officer or employee of a Transferred Company, for any breaches or violations of the Rockwood Code of Business Conduct and Ethics or similar policies, effective upon the Closing, Parent, on behalf of itself and each of its Affiliates (other than the Transferred Companies), hereby irrevocably and unconditionally releases, discharges and covenants not to xxx and otherwise agrees not to enforce any claim, cause of action, right, title or interest against, any Transferred Company and each director, officer and employee of each Transferred Company and their respective successors and permitted assigns of, from and with respect to any and all claims, charges, complaints, debts, covenants, agreements, obligations, liabilities, actions or demands of any kind or character, based upon any fact or circumstance, whether known or unknown, suspected or unsuspected, which presently exists or has ever existed in the past, that Parent or such of its Affiliates have or may have in any manner whatsoever, either singly or jointly with others against any of such Persons.
Parent Release. Effective as of the Closing, Parent fully and unconditionally releases, acquits and forever discharges American Plastics Company, Inc., New England Extrusion Inc. and all directors, officers, and employees of each (in their respective capacities as such) from any and all causes of actions, claims, obligations, demands, damages, costs, expenses, compensation or other relief, whether known or unknown, whether in law or equity, arising out of Parent’s ownership of Performance Packaging prior to the Closing.
Parent Release. Parent (on its behalf and on behalf of its successors and assigns), hereby forever waives, releases, acquits and forever discharges each Acquired Company from any and all manner, whatsoever, of actions, suits, claims, damages, judgments, distributions, wages, interests, levies and executions, whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect, which Parent ever had, has or ever can, shall or may have or claim to have against any Acquired Company for, upon or by reason of any matter, act or thing occurring prior to the date of this Agreement, including, without limitation, Parent’s rights to any indemnification from Company pursuant to any Organizational Documents or otherwise.
Parent Release. Except as expressly provided in the Transaction Agreements, effective as of the Effective Date, Parent does hereby, for itself and each other member of the Parent Group and their respective Related Parties, remise, release, and forever discharge Enova, each member of the Enova Group and their respective Related Parties, from any and all Liabilities whatsoever to Parent and each other member of the Parent Group, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Date, including in connection with the transactions and all other activities to implement the Separation and the IPO.
Parent Release. Effective as of the Closing, each of Parent and Seller, for itself and for its predecessors, successors, assigns executors, trustees, beneficiaries, officers, directors, Affiliates, Subsidiaries, agents, administrators and any other Person claiming through Seller (the “Releasing Parties”), hereby generally, irrevocably, unconditionally and completely releases and forever discharges each of the Companies, their Subsidiaries, and each of their Affiliates, successors assigns, directors, officers, employees, agents, attorneys and representatives (the “Releasees”) from, and hereby irrevocably, unconditionally and completely waives and relinquishes, each of the Released Claims. “Released Claims” shall mean and include any and all past, present and future disputes, claims, controversies, demands, rights, obligations, liabilities, actions and causes of action of every kind and nature arising out of or related to events, circumstances or actions or inactions with respect to the Companies or the Companies’ affairs on or before the Closing Date, including any unknown, unsuspected or undisclosed claim; provided, further, that this Section 9.10(i) shall not constitute a release from, waiver of, or otherwise apply to the terms of this Agreement or any Ancillary Agreement or any liability (including any obligations of Purchaser and its Affiliates in respect of Assumed Liabilities) or other agreement expressly contemplated by this Agreement or any Ancillary Agreement to be in effect after the Closing, or any enforcement thereof, (ii) shall in no way impair, Parent’s or its Affiliates rights or remedies under this Agreement, any Ancillary Agreement or other agreement contemplated by this Agreement or any Ancillary Agreement and (iii) shall not impair any claim against any Releasees that arises as a result of, or is related to, Seller’s and its directors, officers, employees, agents, attorneys and representatives in such Person’s capacity as an officer, director or employee of any of the Companies.
Parent Release. Except as provided in Section 5.1(c), effective as of the Distribution Date, Parent does hereby, for itself and each other member of the Parent Group, their respective Affiliates (other than any member of the Enova Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), remise, release and forever discharge Enova, the respective members of the Enova Group, their respective Affiliates (other than any member of the Parent Group), successors and assigns, and all Persons who at any time prior to the Distribution Date have been stockholders, directors, officers, agents or employees of any member of the Enova Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date, including in connection with the transactions related to or undertaken in connection with the Distribution and all other activities to implement the Distribution or contemplated hereunder.
Parent Release. Except as otherwise set forth in this Agreement (including with respect to payment of, and liability for, legal fees and costs of Caroderm and the Shareholders), Parent and Purchaser hereby release and forever discharge Caroderm and its officers, directors, shareholders, representatives, employees, counsel, agents, assigns, and Affiliates from and against any and all claims (including those in law or equity), demands, rights, obligations, debts, expenses, liabilities, damages, including attorneys fees, defenses, or causes of action, whether or not alleged, recited, described, or currently asserted, whether known or unknown, suspected or unsuspected, fixed or contingent, which they have, may have, or could assert against the other, arising out of, concerning, or relating to the Lawsuit or the Appeal.
