Release by Assignor Sample Clauses

The "Release by Assignor" clause serves to formally discharge the assignor from any further obligations or liabilities related to the assigned rights or interests after the assignment takes effect. In practice, this means that once the assignor transfers their rights—such as under a contract, lease, or intellectual property—the assignor is no longer responsible for performance or for any claims arising from those rights. This clause is essential for ensuring that the assignor is not held accountable for future issues or disputes concerning the assigned interests, thereby providing legal certainty and finality to the transfer.
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Release by Assignor. Assignor does hereby unconditionally and irrevocably forever release and discharge AirTouch, its subsidiaries and affiliates, the officers, directors, employees or agents of any of them, and the successors, assigns, legal representatives, executors and administrators of any of them (collectively, the "AirTouch Released Parties") from all obligations and liabilities of the AirTouch Released Parties to Assignor, all agreements and understandings of the AirTouch Released Parties involving Assignor, and all claims and causes of action (whether at law or in equity) of Assignor against the AirTouch Released Parties, that are a result of, involve or otherwise exist by reason of any act or omission occurring or fact or circumstance existing prior to the date hereof; provided, however, that this release does not apply to obligations and liabilities that are a result of, involve or otherwise exist by reason of (i) fraud, (ii) theft, (iii) cloning of CRS or CRS telephone numbers or equipment by AirTouch or its officers, directors, employees or agents or (iv) AirTouch's liabilities and obligations under this Agreement.
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Release by Assignor. Effective as of the Effective Date, Assignor (in its capacity as the tenant under the Lease) hereby unconditionally and irrevocably waives, releases and discharges Assignee and its partners, members, principals, officers, directors, agents, employees, affiliates, successors and assigns (collectively, the "Assignee Parties") from and against all actions, causes of action, suits, debts, dues, assessments, late fees, sums of money, expenses, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, obligations, duties, claims, matters, liabilities, violations of law, fines, penalties, responsibilities, attorneys' fees and disbursements, charges and demands whatsoever, in law, admiralty or equity (collectively, "Claims") which Assignor or its partners, members, principals, officers, directors, agents, employees, affiliates, successors and assigns (collectively, the "Assignor Parties") or any of them ever had, now has, or hereafter can, shall or may in the future have, against the Assignee Parties or any of them arising out of or in any way relating to the Lease, whether arising prior to, on or after the Effective Date.
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Release by Assignor. To induce Assignee to purchase the Assigned Rights, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby fully releases and discharges Borrower and Assignee, their respective successors and assigns, and their respective officers, directors, employees, representatives, agents and affiliates, from all Claims of any kind whatsoever, whether known or unknown and whether now existing or hereafter asserted, to the extent that any such Claims arise from or are related to events or circumstances occurring or existing on or before the date hereof and are in any way related to the Notes, the Credit Agreement, any other Loan Documents, or any of the transactions provided for thereby, subject to the provisions of Section 1.13 below, and except for: (a) any claims, causes of action and other rights of Assignor against Borrower reserved by Assignor pursuant to Section 1.9, above, and (b) any obligations of Assignee to Assignor expressly created pursuant to this Instrument.
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Release by Assignor. To induce Lender to consent to this Assignment and the transactions contemplated hereby, Assignor hereby (a) represents and warrants that as of the date of this Assignment there are no claims or offsets against or defenses or counterclaims to its obligations under the Credit Documents, and waives any and all such claims, offsets, defenses, or counterclaims, whether known or unknown, arising prior to Effective Date, (b) as of the Effective Date, releases and forever discharges the Released Persons (as defined below) from any and all Released Claims (as defined below), and (c) as of the Effective Date, covenants not to assert (and not to assist or enable any other Person to assert) any Released Claim against any Released Person. Assignor acknowledges and agree that such release is a general release of any and all Released Claims and that it constitutes a full and complete satisfaction for all or any alleged injuries or damages arising out of or in connection with the Released Claims, all of which are herein compromised and settled.
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Release by Assignor. Assignor, on behalf of itself and its affiliates, and all others claiming an interest on behalf of Assignor, does hereby agrees to absolutely and unconditionally release and forever discharge Assignee, Guarantor and their respective affiliates, predecessors, successors and assigns, and their respective past and present officers, partners, trustees, employees, agents and representatives, or their respective marital communities, of and from any and all claims, causes of action, damages, costs, losses and expenses of any kind, nature or description, whether arising at law or in equity, including claims under federal or state securities laws, or other federal or state statutes, or common law or otherwise, arising exclusively out of the LLC Agreement, the Management Agreement, the Guaranties executed by Guarantor in connection therewith, or any of the other documents related to the Company or the transactions contemplated thereunder. Assignor is not releasing any claims related to a breach of Assignee’s representations, warranties, agreements or covenants under the Purchase Agreement except as set forth therein.
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Release by Assignor. The Assignor Releasing Parties hereby unconditionally and irrevocably release and forever discharge, from and after the Closing Date, the FII Released Parties from any and all of the Assignor Releasing Parties' rights, claims, demands, judgments, obligations, liabilities and damages, whether accrued or unaccrued, asserted or unasserted, and whether known or unknown, which ever existed, now exist or hereafter exist, including without limitation claims for damages or injunctive relief, relating in any way to or arising out of or in connection with any of the FII Released Parties' use of the name "Snorkel" or "Snorkelift" or any variations or derivations thereof in any of the countries set forth on Schedule B hereto or any other country in which Assignor owns or has rights to use the trademark "Simon-Snorkel" (each individually, a "Schedule B Claim Against FII Released Parties"). Assignor expressly intends that this release shall be effective regardless of whether the basis for any Schedule B Claim Against FII Released Parties hereby released shall have been known to or anticipated by the Assignor Releasing Parties. Assignor agrees that it will not, and it will cause each other Assignor Releasing Party controlled by it not to, prosecute or otherwise initiate any legal action with respect to any Schedule B Claim Against FII Released Parties against any of the FII Released Parties or be a party to or a participant in, or voluntarily cooperate in, any Schedule B Claim Against FII Released Parties by any third party against any of the FII Released Parties.
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Related to Release by Assignor

  • Subletting Assignment Check the appropriate box to allow or deny the tenant to sublet the dwelling unit. If a landlord is allowing the tenant to sublet, it is important to indicate the number of days the tenant must notify the landlord of the subtenant’s contact information.

  • Consent to Breach Not Waiver No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

  • Consent to Collateral Assignment Subject to the provisions of this Section 9.05, Seller may (but is not obligated to) assign this Agreement as collateral to a Lender for any financing or refinancing of the Generating Facility, including a Sale-Leaseback Transaction or Equity Investment and, in connection therewith, Buyer shall in good faith work with Seller and Lender to agree upon a consent to a collateral assignment of this Agreement or to a Sale-Leaseback Transaction or Equity Investment, as applicable (“Collateral Assignment Agreement”). The Collateral Assignment Agreement shall be in form and substance reasonably agreed to by ▇▇▇▇▇, Seller and Lender, and shall include, among others, the following provisions (together with such other commercially reasonable provisions required by any Lender that are reasonably acceptable to Buyer): Buyer shall give, to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, simultaneously with the Notice to Seller and before exercising its right to terminate this Agreement, written Notice of any event or circumstance known to Buyer which would, if not cured within the applicable cure period specified in Article VI, constitute an Event of Default (an “Incipient Event of Default”); Lender shall have the right to cure an Incipient Event of Default or an Event of Default by Seller in accordance with the same provisions of this Agreement as apply to Seller; Following an Event of Default by Seller under this Agreement, Buyer may require Seller to (although Lender may, but shall have no obligation, subject to 9.05(g)) provide to Buyer a report concerning: The status of efforts by Seller or Lender to develop a plan to cure the Event of Default; Impediments to the cure plan or its development; If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan; Seller or Lender shall provide the report to Buyer within 10 Business Days after Notice from Buyer requesting the report. Buyer shall have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; Lender shall have the right to cure an Event of Default or Incipient Event of Default on behalf of Seller, only if ▇▇▇▇▇▇ sends a written notice to Buyer before the end of any cure period indicating ▇▇▇▇▇▇’s intention to cure. Lender may remedy or cure the Event of Default or Incipient Event of Default within the cure period under this Agreement. Such cure period for Lender shall be extended for each day Buyer does not provide the Notice to Lender referred to in Section 9.05(a). In addition, such cure period may, in Buyer’s reasonable discretion, be extended by no more than an additional 180 days. If possession of the Generating Facility is necessary to cure such Incipient Event of Default or Event of Default, Lender has commenced foreclosure proceedings within 60 days after receipt of such Notice from Buyer, and Lender is making diligent and consistent efforts to complete such foreclosure, take possession of the Generating Facility and promptly cure the Incipient Event of Default or Event of Default, Lender or its designee(s) or assignee(s) will be allowed a reasonable period of time to complete such foreclosure proceedings, take possession of the Generating Facility and cure such Incipient Event of Default or Event of Default, not to exceed 180 days after ▇▇▇▇▇▇’s commencement of foreclosure. Additionally, if Lender is prohibited from curing any Incipient Event of Default or Event of Default by any process, stay or injunction issued by a Governmental Authority or pursuant to any bankruptcy, insolvency or similar proceedings, then the time period for curing such Incipient Event of Default or Event of Default shall be extended for the period of the prohibition provided that Lender is exercising reasonable diligence in having such process, stay or injunction removed; Lender shall have the right to consent before any termination of this Agreement which does not arise out of an Event of Default or the end of the Term; Lender shall receive prior Notice of, and shall have the right to approve material amendments to this Agreement, which approval may not be unreasonably withheld, delayed or conditioned; In the event Lender, directly or indirectly, takes title to the Generating Facility (including title by foreclosure or deed in lieu of foreclosure), the Person taking title to the Generating Facility shall assume all of Seller’s obligations arising under this Agreement and all related agreements (subject to such limits on liability as are mutually agreed to by Seller, Buyer and Lender as set forth in the Collateral Assignment Agreement); provided, however, that Lender (or such Person) shall have no liability for any monetary obligations of Seller under this Agreement which are due and owing to Buyer as of the assumption date (but this provision may not be interpreted to limit Buyer’s rights to proceed against Seller as a result of an Event of Default) and Lender’s (or such Person’s) liability to Buyer after such assumption shall be limited to its interest in the Generating Facility; provided further, that before such assumption, if Buyer advises Lender (or such Person) that Buyer will require that Lender (or such Person) cure (or cause to be cured) one or more monetary or non-monetary Incipient Event(s) of Default or Event(s) of Default existing as of the date such Person takes title in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Incipient Event(s) of Default or Event(s) of Default, then Lender (or such Person) at its option and in its sole discretion may elect to either (i) cause such Incipient Event(s) of Default or Event of Default to be cured, or (ii) not assume this Agreement; If Lender has assumed this Agreement as provided in Section 9.05(h) and elects to sell or transfer the Generating Facility (after Lender directly or indirectly, takes title to the Generating Facility), or sale of the Generating Facility occurs through the actions of Lender or an agent of or representative of Lender (excluding any foreclosure sale where a third party other than Lender, Seller, an Related Entity of Lender or an Related Entity of Seller is the buyer), then Lender must cause the transferee or buyer to assume all of Seller’s obligations arising under this Agreement and all related agreements as a condition of the sale or transfer excluding, however, a foreclosure (unless the transferee or buyer is Lender, Seller, an Related Entity of Lender or an Related Entity of Seller). Lender shall be released from all further obligations under the Agreement and all related documents following such assumption. Such sale or transfer (excluding a foreclosure) may be made only to a Person reasonably acceptable to Buyer; and If this Agreement is rejected in Seller’s Bankruptcy or otherwise terminated in connection therewith and if Lender or its representative or designee, directly or indirectly, takes title to the Generating Facility, then, at the request of either Buyer or Lender, Buyer and Lender (or its designee or representative) shall promptly enter into a new agreement with Buyer having substantially the same terms as this Agreement for the term that would have been remaining under this Agreement, provided that Lender’s (or its designee’s or representative’s) liability under such new agreement shall be limited to its interest in the Generating Facility and neither Lender (or its designee or representative) nor Buyer shall have any personal liability to the other for any amounts owing and neither Buyer nor Lender (or its designee or representative) shall have any obligation to cure any defaults under the original Agreement that was rejected in, or otherwise terminated in connection with Seller’s Bankruptcy.

  • SUBLET/ASSIGNMENT The Lessee may not transfer or assign this Lease, or any right or interest hereunder or sublet said leased Premises or any part thereof without first obtaining the prior written consent and approval of the Lessor.

  • Consent to Assignment The Assignor hereby irrevocably assigns the Agreement in all respects to the Assignee and the Assignee accepts the assignment thereof in all respects.