Release by Investor Sample Clauses

Release by Investor. Effective from and after the date hereof, the Investor, on behalf of itself, its Subsidiaries and Affiliates and each of their respective directors, principals, members, partners, officers, employees, stockholders, agents, representatives, successors and assigns, hereby: (a) voluntarily and knowingly releases, remises, acquits and forever discharges Athens, the Company, each of their respective Subsidiaries and Affiliates and each of their respective directors, principals, members, partners, officers, employees, stockholders, agents, representatives, successors and assigns from any and all Claims that it or any of its Subsidiaries or Affiliates may have had prior to, or has as of, the date of this Agreement or that arise in the future from events or occurrences taken place prior to or as of the date of this Agreement; (b) expressly waives the assertion that the release provided under Section 3.1(a) does not extend to Claims which each such party did not know or suspect to exist in its favor on the date hereof, which, if known by it, would have materially affected such release; and (c) represents and warrants that none of the Claims that each such party may have had prior to, or has as of, the date of this Agreement or that may arise in the future from events or occurrences taken place prior to or as of the date of this Agreement have been sold, assigned or transferred to any Person or entity.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Release by Investor. The Investor shall have delivered to the Company a release substantially in the form of Exhibit E that releases the Company from liability for its failure to comply with Section 7.10 of the Subscription Agreement, dated as of September 12, 2000, by and between the Company and the Investor (the "Class N Purchase Agreement").
Sample 1
Release by Investor. Investor hereby forever releases, dismisses, and discharges the Company and its affiliates, officers, directors, employees, shareholders, successors, assigns, and transferees (collectively, the “Released Persons”), from any and all now or hereafter existing actions, causes of action, suits, damages, debts, claims, counterclaims, obligations and liabilities of any nature whatsoever, known or unknown, suspected or unsuspected (collectively, the “Released Claims”), that Investor may have against any of the Released Persons, including, without limitation, any and all Released Claims which in whole or in part is based upon or arises out of the purchase and sale of the Shares pursuant to this Agreement.
Sample 1
Release by Investor. In consideration of the mutual promises and covenants set forth herein, Investor hereby releases and absolutely discharges the Company and each of its past and present officers, directors, shareholders, employees, predecessors, successors in interest, attorneys, agents, assigns, parent companies, affiliates, accountants, investors, representatives, and each of them (the “Company Parties”), from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, accounts, accountings, costs, and expenses (including, but not limited to, attorneys’ fees and costs), damages, liens, judgments, actions and causes of action, of every kind and nature whatsoever, at law or in equity, known or unknown, suspected or unsuspected which Investor ever had, or now has against the Company Parties, in connection with or arising from the Preferred Shares, the purchase by Investor of the Preferred Shares, or otherwise, including any obligation by the Company to register the stock underlying the Preferred Shares or the Warrants or the conversion of the Preferred Shares or exercise of the Warrants at a conversion price or exercise price above the current conversion price or exercise price, as the case may be.
Sample 1
Release by Investor. In consideration of the mutual covenants and agreements set forth in this Agreement, Dicilyon and Xxxxx on behalf of themselves and their respective direct or indirect affiliates, members, shareholders, successors, parent companies, subsidiaries, related business entities, managers, officers, directors, employees, agents, attorneys, heirs, executors, administrators, predecessors, beneficiaries, successors and/or assigns, and any other persons or entities acting on behalf of Dicilyon and Xxxxx, unconditionally and irrevocably and forever waive, release, discharge, and covenant not to xxx (either directly or indirectly) the Company and/or any of its respective direct and/or indirect affiliates, members, shareholders, parent companies, subsidiaries, related business entities, managers, officers, directors, employees, agents, attorneys, heirs, executors, administrators, predecessors, beneficiaries, successors and/or assigns, and any other persons or entities acting on behalf of the Company, from any and all claims, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages (including, without limitation, compensatory, consequential and/or punitive damages), judgments, extents, executions, demands, fees, and liabilities of any kind whatsoever, at law or in equity (each, a “Claim”, and collectively, “Claims”) whether known or unknown, which each of Dicilyon and Xxxxx ever had, now has or can, shall, or may have against the Company and its direct or indirect affiliates, members, shareholders, parent companies, subsidiaries, related business entities, managers, officers, directors, employees, agents, attorneys, heirs, executors, administrators, predecessors, beneficiaries, successors and/or assigns, and any other persons or entities acting on behalf of the Company, arising by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date of this Agreement, including, without limitation, any Claims relating to the waiver of the Registration Rights or otherwise arising under or in connection with any business or personal relationship, contract, or agreement existing or imputed by law, known or unknown. Dicilyon and Xxxxx irrevocably and forever covenant to refrain from asserting, directly or indirectly, any Claim of any kind which is based upon any matter released or disclaimed by this Agreement. ...
Sample 1
Release by Investor. Investor acknowledges that the redemption of the SailTech Shares pursuant to the provision of this Agreement is in full satisfaction of, and is intended to remedy the default by the Company in the amount of $5,625,000 pursuant to its exercise of the Put Option. The foregoing settlement and compromise is subject to the Transactions and the provisions of this Agreement not being successfully challenged by any shareholder of the Company or the Subsidiaries or any other person. If the releases set forth in section 10 are successfully challenged, the release in this section 11 will immediately become null and void, and the obligation of the Company to pay to Investor the amount of $5,625,000, less the amount of the $25,000 payment under this Agreement, that is cancelled as described in section, 3 and 4 will be reinstated with interest payable on demand at the annual rate of ten percent from the Execution Date until that indebtedness has been paid in full. In addition, the Warrant Certificate that is cancelled as described in section 15 and the License Agreement that is cancelled as described in section 18 will be reinstated.
Sample 1
Release by Investor. Conditioned upon and subject to Investor’s receipt of the full Settlement Amount, Investor, on behalf of itself and its managers, members, officers, employees, agents, attorneys, successors and assigns, and any and all past and present such persons (collectively, the “Investor Parties”), forever relieves, releases and discharges Company and its directors, stockholders, officers, employees, agents, attorneys, successors and assigns, and any and all past and present such persons (collectively, the “Company Parties”), from any and all claims, counterclaims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys’ fees), damages, injuries, actions and causes of actions, of whatever kind or nature, whether legal or equitable, known or unknown, suspected or unsuspected, contingent or fixed (each a “Claim”, and collectively, the “Claims”), that Investor or any of the Investor Parties may have that are based upon, relate to or arise out of the Utah Federal Litigation, the Arbitration, the Financing Documents, or any transaction contemplated by the Parties under the Financing Documents, or for any other reason, arising or accruing before the Effective Date. Such release will not apply to or affect any breach of this Agreement
Sample 1
AutoNDA by SimpleDocs
Release by Investor. Effective as of the date hereof, Investor, for itself and its past, present and future Affiliates and its and such Affiliates’ respective past, present and future officers, directors, employees, members, partners, equityholders, managers, agents, heirs, executors, legal and other representatives, predecessors, successors and assigns, and any and all other persons claiming rights through Investor (Investor and such other persons, collectively, the “Investor Releasing Parties” and, each, an “Investor Releasing Party”) hereby forever fully and irrevocably release and discharge the RAIT Parties and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present equityholders (direct and indirect), members, managers, directors, officers, employees, agents, representatives and Affiliates (collectively, the “RAIT Released Parties”) from any and all Claims, of any and every kind and description, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, real or imaginary, actual or potential, whether or not well founded in fact or in law, and whether arising at law or equity, in each case which any and/or all of the Investor Releasing Parties ever had, now have or hereafter can, shall or may have under or otherwise in connection with the Existing Agreements, and hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any proceeding of any kind against any RAIT Released Party based upon any such Claim; provided that nothing set forth herein shall impair or otherwise affect in any way (i) the rights of the Investor under this Agreement, the Extension Agreement, as modified by the Consent and Acknowledgment, including, without limitation, the right of the Investor to the payment of all amounts to which it is entitled pursuant to the terms thereof, and the Redemption and Exchange Agreement, (ii) the rights of the Investor in respect of the New Shares issued to the Investor pursuant to the terms of (and as defined in) the Redemption and Exchange Agreement, or (iii) the rights of the Investor Board Designee under the Trustee Indemnification Agreement between RAIT and the Investor Board Designee, as well as any other rights of the Investor Board Designee to indemnification, exculpation and advancement of expenses now existing in favor of the Investor Board Designee under RAIT’s Organizational Documents, in each case, with respect to a...
Sample 1
Release by Investor. Automatically upon the Release Date, Investor unconditionally releases, waives and forever discharges (i) any and all liabilities, obligations, duties, promises or indebtedness of any kind of Plaintiff to Investor, except the obligations required to be performed by Plaintiff under the Amended Agreement on or after the date hereof, and (ii) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which Investor might otherwise have against Plaintiff in connection with the Investment Facility Documents or the transactions contemplated thereby; provided, however, that Investor does not release any claims against Plaintiff (1) arising as a result of a claim asserted against Investor by a Reference Entity or another third party arising from or relating to the subject matter of this Amended Agreement or any Investment Facility Document or (2) arising from or relating to fraud or willful misconduct on Plaintiff’s part at any time.
Sample 1

Related to Release by Investor

  • PERFORMANCE BY INVESTOR Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

  • Purchase by Assignee The Assignee reserves the right to bid for the property whether by itself or its agent or the Auctioneer (without payment of any deposit whatsoever). In the event the Assignee is declared the Purchaser, then the purchase price or so much as is applicable shall be set off against the indebtedness owing to the Assignee under the loan and security documentation on the date of sale, plus costs and expenses for the sale or incidental thereto.

  • Conditions Precedent to the Right of the Company to Deliver an Advance Notice The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

  • CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below. (a) ACCURACY OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such time. (b) PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Investor at or prior to such Closing.

  • Conditions Precedent to the Obligations of the Company to sell Securities The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and delivered the same to the Buyer. b. The Company shall have delivered to the Buyer duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above. c. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. e. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. f. The Conversion Shares shall have been authorized for quotation on the OTCBB, OTCQB or any similar quotation system and trading in the Common Stock on the OTCBB, OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTCBB, OTCQB or any similar quotation system. g. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

  • Conditions Precedent to Effectiveness of this Agreement This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date: (a) There shall have occurred (i) no Material Adverse Change since December 31, 2018, except as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse change in the primary or secondary loan syndication markets or capital markets generally that makes it impracticable to consummate the transactions contemplated by the Loan Documents. (b) The Lenders shall have been given such access, as such Lenders have reasonably requested, to the management, records, books of account, contracts and properties of the Borrower and its Significant Subsidiaries as they shall have requested. (c) All governmental and third party consents, authorizations and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agents that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents. (d) The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) Each of the Agent and the Lenders shall have received (i) all documentation and other information that it reasonably requested from the Borrower (such request to be made not less than three (3) Business Days prior to the Effective Date) in order to comply with its obligations under the applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Effective Date, the Agent and any Lender that has requested a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification. (g) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate, substantially in the form of Exhibit D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the Borrower, dated the Effective Date, stating, among other things, that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (h) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes requested by the Lenders) in sufficient copies for each Lender: (i) Counterpart signature pages of this Agreement, executed by each of the parties hereto. (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of the Effective Date pursuant to Section 2.16. (iii) Certified copies of the resolutions of the Board of Directors of the Borrower approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party. (iv) A certificate of the Corporate Secretary or an Assistant Corporate Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder or thereunder. (v) Favorable opinion letters of Xxxxxxx Xxxxx, the Associate General Counsel of DTE Energy, and Hunton Xxxxxxx Xxxxx LLP, counsel to the Borrower, substantially in the form of Exhibits E-1 and E-2, respectively, hereto.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!