Release and Reinstatement Sample Clauses

Release and Reinstatement. (a) During any Positive Security Period, upon the written request of the Grantor and subject to the conditions precedent set forth below, the Collateral Agent shall release the Collateral from the Lien in favor of the Collateral Agent for the benefit of the Secured Parties hereunder and, as evidence of such release of Lien, shall execute and deliver to the Grantor (i) a confirmation of such release in the form of that attached hereto as ATTACHMENT 9, (ii) such UCC termination statements as are necessary to terminate all existing UCC-I financing statements covering the Collateral filed by the Collateral Agent on behalf of the Secured Parties and (iii) such notices and instructions to all appropriate Persons to release such Lien on any Mortgage-Backed Security, it being expressly acknowledged and agreed by the Collateral Agent, the Agent and the Grantor that during any Positive Security Period the Secured Obligations are intended to be and become unsecured obligations. During the effectiveness of a Positive Security Period, the Borrower, in lieu of the Collateral Agent, will maintain possession of the Collateral as set forth herein, and shall utilize a trust receipt in the form of that attached hereto as ATTACHMENT 5-B and letters in the forms of those attached hereto as ATTACHMENT 7-C, ATTACHMENT 7-E and ATTACHMENT 7-G in releasing Collateral to the Grantor and shipping Collateral pursuant hereto in lieu of the trust receipt form attached hereto as ATTACHMENT 5-A and the letters attached hereto as ATTACHMENT 7-B, ATTACHMENT 7-D and ATTACHMENT 7-F, respectively. As conditions precedent to the release of Lien contemplated hereby: (i) Immediately prior to and immediately following the release of Lien contemplated hereby, there shall not exist any Default or Event of Default; (ii) There shall exist a Positive Security Period both immediately prior to and immediately following the release of Lien contemplated hereby; and (iii) The Grantor shall have executed and conditionally delivered to the Collateral Agent new UCC-1 financing statements in form and substance acceptable to the Collateral Agent accompanied by the Grantor's irrevocable written authorization for the Collateral Agent to file such UCC- I financing statements upon the occurrence of a Negative Security Event. (b) Nothing contained in this Section 28 shall in any manner or to any extent affect the obligations of the Grantor hereunder and under the other Loan Documents, it being expressly acknowledged ...
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Release and Reinstatement. 12.1 We shall not be obliged to release the security granted under this Agreement unless we are satisfied that: (a) we have received all of the Secured Money and all of the Secured Obligations have been performed; (b) no payment received, or to be received, by us may be avoided, or required to be repaid by us, under any law relating to insolvency; and (c) you have paid us such fee, charge or other amount as required by us in relation to that release (including our then- current security discharge fee (being, as at the date of this Agreement, $100)). 12.2 If any payment received or recovered by us, a Receiver, or any other person on our behalf is or may be avoided by law: (a) such payment shall be deemed not to have affected or discharged your liability under any Relevant Document and we and you shall be restored to the position in which each would have been if such payment had not been received or recovered; and (b) we shall be entitled to exercise all its rights which we would have been entitled to exercise if such payment had not been received or recovered, notwithstanding that we may have signed a release pursuant to this section.
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Release and Reinstatement 
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Related to Release and Reinstatement

  • Release of Claims Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company. Executive, on behalf of Executive, and Executive’s respective heirs, family members, executors and assigns, hereby fully and forever releases the Company and its past, present and future officers, agents, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns, from, and agrees not to xxx or otherwise institute or cause to be instituted any legal or administrative proceedings concerning any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation, (a) any and all claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship; (b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; (d) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, and Labor Code section 201, et seq. and section 970, et seq. and all amendments to each such Act as well as the regulations issued under each such Act; (e) any and all claims for violation of the federal, or any state, constitution; (f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and (g) any and all claims for attorneys’ fees and costs. Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any severance obligations due Executive under the Management Retention Agreement. Nothing in this Agreement waives Executive’s rights to indemnification or any payments under any fiduciary insurance policy, if any, provided by any act or agreement of the Company, state or federal law or policy of insurance.

  • Release and Indemnity (a) Each of the Borrowers and Guarantors hereby releases and forever discharges the US Administrative Agent, the Canadian Administrative Agent and each of the Lenders and each affiliate thereof and each of their respective employees, officers, directors, parents, subsidiaries, affiliates, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, including, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower INCLUDING ANY SUCH CLAIMS CAUSED BY THE ACTIONS OR NEGLIGENCE OF THE INDEMNIFIED PARTY (OTHER THAN ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT) which any of said parties has held or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the effective date of this Amendment (i) arising directly or indirectly out of the Loan Documents, or any other documents, or instruments relating thereto and/or (ii) relating directly or indirectly to all transactions by and between such Borrowers and/or Guarantors or their representatives and the US Administrative Agent, the Canadian Administrative Agent, and each of the Lender or any of their respective directors, officers, parents, subsidiaries, affiliates, agents, employees, attorneys or other representatives. (b) Each of the Borrowers and Guarantors hereby ratifies and reaffirms the indemnification provisions contained in the Loan Documents, as applicable, including, without limitation, Section 9.1 of the Credit Agreement, and agrees that this Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnities.

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