Release by the Debtors Sample Clauses

Release by the Debtors. Upon the Settlement Effective Date, in consideration of the covenants, promises, and consideration set forth herein (the receipt and sufficiency of which is hereby acknowledged by the Debtors), each Debtor, on behalf of itself and its bankruptcy estate, and each Debtor’s respective present and former attorneys, financial advisors, accountants, investment bankers, consultants, professionals, advisors, agents, officers, directors, principals, partners, members, managers, employees (including independent contractors), subsidiaries, divisions, predecessors, management companies, and other Representatives (each, a “Debtor Release Party”), hereby fully, finally, releases, acquits and forever discharges Karma, and Karma’s respective present and former (all in their capacities as such) attorneys, financial advisors, accountants, investment bankers, consultants, professionals, advisors, agents, officers, directors, principals, partners, members, managers, employees (including independent contractors), subsidiaries, divisions, predecessors, management companies, and other Representatives (each, a “Karma Release Party”) from any and all Claims, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing through the Settlement Effective Date, that such Debtor Release Party (whether individual or collectively) ever had or now has based on or relating to Karma and the Debtors, that were alleged or could have been alleged in the California District Court Action, the Estimation Motion, the Chapter 11 Cases, or any act or omission, transaction, agreement, event, or other occurrence related or relating to any of the foregoing. Notwithstanding anything herein to the contrary, this Section 3.1(b) shall not release any rights or obligations under this Agreement (including the License Agreement) or the Approval Order.

Release by the Debtors. In consideration for, among other things, the terms of this Agreement and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, (a) the Plan Administrator; (b) the Debtors and their estates, (c) each and all of the Debtors’ predecessors, successors, affiliates, subsidiaries, and controlling persons or entities, and each and all of their respective affiliates and subsidiaries, and (d) each and all of the Debtors’ directors, officers, partners, managers, members, employees, advisors, consultants, representatives, attorneys, agents, and assigns (collectively and individually, the “Debtor Releasors”), voluntarily, absolutely, knowingly, irrevocably, and unconditionally waive, release and forever discharge (x) Bluestone, (y) each and all of Bluestone’s predecessors, successors, affiliates, subsidiaries, and controlling persons or entities, and each and all of their respective affiliates and subsidiaries, and (z) each and all of Bluestone’s directors, officers, partners, managers, members, employees, advisors, consultants, representatives, attorneys, agents, and assigns (collectively and individually, the “Bluestone Releasees”) of and from any and all claims, counter-claims, causes of action, demands, judgments, settlements, investigations, arbitrations, and the like that any or all of the Debtor Releasors have or ever had against each or any of the Bluestone Releasees up to the date of this Agreement relating to the allegations in the Complaint or relating to the Coal Purchase Agreement (collectively, the “Bluestone Released Claims”).

Release by the Debtors. Effective upon the occurrence of the Effective Date and the payment of the Settlement Payment on or before the Outside Date, for good and valuable consideration provided herein, each Debtor, and each of their respective estates and any subsequent chapter 7 trustee, and each of their respective past and present affiliates, subsidiaries, members, officers, directors, shareholders, managers, partners, representatives, agents, employees, financial advisors, industry experts/advisors, attorneys, and joint venturers, and each of their respective predecessors, successors and assigns, (in each case, only in their capacity as such), fully and forever releases and shall be deemed to have fully and forever released the Hologic Parties (in each case including, as applicable, their direct and indirect, past and present affiliates, subsidiaries, officers, directors, shareholders, managers, members, partners, representatives, agents, financial advisors, industry experts/advisors, attorneys, and joint venturers, and each of their respective predecessors, successors and assigns (in each case, only in their capacity as such), from any and all claims, including any and all claims that could have been brought by or on behalf of the Debtors or their estates under sections 544, 547, or 548 of the Bankruptcy Code, and the right to recover on account of any such claim under section 550 of the Bankruptcy Code, which in each case are fully and forever discharged, waived, released and settled (whether or not such claim is asserted by or on behalf of the Debtors or the Debtors’ estates by any person or party), obligations, suits, judgments, damages, demands, debts, rights, causes of action, liabilities, matters, liens, mortgages, security interests, pledges, encumbrances, privileges, priorities or issues, costs or expenses (including, but not limited to attorney’s fees), from the beginning of the world until the end of time, that arise from, or are based on, connected with, alleged in or related to the Purchase Agreement, the Cash Management Objections, the Lift Stay Motion, or the Bankruptcy Cases (including claims that were asserted or could have been asserted on behalf of the Debtors’ estates) or that arise from, in whole or in part, or relate to the transactions, occurrences or facts alleged in or related to the Purchase Agreement, the Cash Management Objection, the Lift Stay Motion, and/or the Bankruptcy Cases, in each case, whether liquidated or unliquidated, fixed or contingen...

Release by the Debtors. Except for the specific obligations set forth herein, Debtors, on behalf of themselves and their respective estates, hereby release and forever discharge: (a) the Claimant and its agents, professionals, employees and representatives (collectively, the "Claimant Released Parties") from any and all claims, debts, liabilities, demands, allegations, costs, expenses, actions, causes of action and claims for relief of every kind and nature, whether known or unknown, or suspected or unsuspected, that are now held, have at any time been held or may at any time be held by the Debtors against the Claimant Released Parties that have been, could have been, or could be asserted by reason of any acts, omissions to act, circumstances or transactions occurring within the Stipulation Period relating to the Tax Claims and/or from the filing of the Tax Claims.

Release by the Debtors. Each of Inc. and eToys hereby releases and discharges ProLogis and its predecessors, and each of their present and former representatives, assigns, subsidiaries, partnerships, affiliates, shareholders, agents, officers, directors, employees, and professionals, and each of them (the "ProLogis Parties"), from, and waives and relinquishes, any and all Claims (as defined below), which it, or any person or entity claiming from, through or under it, ever had, now has, or hereafter can, shall, or may have against the ProLogis Parties in any way, manner, or fashion related to (i) the Ontario Lease or the Guaranty as either may have been modified, amended, or supplemented (ii) any agreements entered into in connection therewith, and (iii) the Bankruptcy Cases.

Related to Release by the Debtors

Release by the Company (a) The Company hereby unconditionally and irrevocably releases and forever discharges each Seller and each of their Representatives (collectively, the “Seller Releasees”) from any and all claims, counterclaims, setoffs, demands, Actions, orders, obligations, contracts, agreements, debts, damages, expenses, losses and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity (collectively, “Company Claims”), which the Company now has, has ever had, or may hereafter have against the Seller Releasees arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing, whether or not relating to Company Claims pending on, or asserted after, the Closing (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Release will operate to release any obligation of Sellers set forth in (i) the Purchase Agreement or any agreement or instrument being executed and delivered pursuant to the Purchase Agreement or (ii) the Employment Agreement or the Separation Agreement. (b) The Company represents and warrants to each Seller Releasee that the Company has not transferred, assigned, or otherwise disposed of any part of or interest in any Company Released Claim. (c) The Company hereby irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Seller Releasee based upon any Company Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Seller Releasee, the Company shall indemnify and hold harmless each Seller Releasee from and against and shall pay to each Seller Releasee the amount of, or reimburse each Seller Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of the Company of any Company Released Claim, and (b) the assertion by any third party of any claim or demand against any Seller Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Company against such third party of any Company Released Claim.
Release by the Contractor The acceptance by the Contractor of final payment shall release NYSERDA from all claims and liability that the Contractor, its representatives and assigns might otherwise have relating to this Agreement.
Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.
Notice by the Company The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.
Notice by the Borrower To request a Borrowing (other than a Swingline Loan), the Borrower shall notify the Administrative Agent of such request by electronic communication (i) in the case of a Term Benchmark Borrowing denominated in Dollars, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, (ii) in the case of a Term Benchmark Borrowing denominated in a Foreign Currency, not later than 12:00 p.m., New York City time, four (4) Business Days before the date of the proposed Borrowing, (iii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing or (iv) in the case of an RFR Borrowing, not later than 12:00 p.m., New York City time, four (4) Business Days before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or electronic mail to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Notwithstanding the other provisions of this Agreement, in the case of any Revolving Borrowing denominated in Dollars, the Borrower may request that such Borrowing be split into a Dollar Loan in an aggregate principal amount equal to the Pro-Rata Dollar Portion and a Multicurrency Loan in an aggregate amount equal to the Pro-Rata Multicurrency Portion (any such Borrowing, a “Pro-Rata Borrowing”). Except as expressly set forth in this Agreement, a Pro-Rata Borrowing shall be treated as being comprised of two (2) separate Borrowings, a Dollar Borrowing under the Dollar Commitments and a Multicurrency Borrowing under the Multicurrency Commitments.
Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.
Modification by the Parties The Parties may by mutual agreement amend the Appendices to this Agreement, by a written instrument duly executed by all three of the Parties. Such an amendment shall become effective and a part of this Agreement upon satisfaction of all Applicable Laws and Regulations.
Action by the Trustees (a) The Trustees shall act by majority vote at a meeting duly called at which a quorum is present, including a meeting held by conference telephone, teleconference or other electronic media or communication equipment by means of which all persons participating in the meeting can communicate with each other; or by written consent of a majority of Trustees (or such greater number as may be required by applicable law) without a meeting. A majority of the Trustees shall constitute a quorum at any meeting. Meetings of the Trustees may be called orally or in writing by the President or by any one of the Trustees. Notice of the time, date and place of all Trustees' meetings shall be given to each Trustee as set forth in the By-laws; provided, however, that no notice is required if the Trustees provide for regular or stated meetings. Notice need not be given to any Trustee who attends the meeting without objecting to the lack of notice or who signs a waiver of notice either before or after the meeting. The Trustees by majority vote may delegate to any Trustee or Trustees or committee authority to approve particular matters or take particular actions on behalf of the Trust. Any written consent or waiver may be provided and delivered to the Trust by facsimile or other similar electronic mechanism. (b) A Trustee who with respect to the Trust is not an Interested Person shall be deemed to be independent and disinterested when making any determinations or taking any action as a Trustee, whether pursuant to the 1940 Act, the Delaware Act or otherwise.
Waiver by the Company The Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Eligible Subsidiary or any other Person.
Guarantee by the Company Subject to the terms and conditions hereof, the Company, including in its capacity as holder of the Common Securities, hereby irrevocably and unconditionally guarantees to each person or entity to whom the Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the full payment when and as due, of any and all Obligations (as hereinafter defined) to such Beneficiaries. As used herein, "

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