Release by the Debtors Sample Clauses

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.

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. 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. 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”).

Related to Release by the Debtors

Release by the Company Upon the execution of this Agreement, the Company, on its own behalf, and on behalf of its respective past, present or future parent entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, present and former directors, managing directors, managers, officers, control persons, shareholders, employees, agents, attorneys, administrators, heirs, executors, trustees, beneficiaries, representatives, successors and assigns (collectively, the “Company Releasing Parties”), hereby absolutely, unconditionally and irrevocably RELEASE and FOREVER DISCHARGE each of Yazbeck, his respective affiliates and each of his respective past, present or future entities, divisions, affiliates, subsidiaries, related business entities, shareholders, members, partners, limited partners, directors, managing directors, managers, officers, control persons, employees, independent contractors, agents, attorneys, administrators, representatives, successors and assigns (collectively, the “Yazbeck Released Parties”) from any and all claims, actions, causes of action, suits, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands, whether known or unknown, suspected or unsuspected, absolute or contingent, direct or indirect or nominally or beneficially possessed or claimed by any of the Company Releasing Parties, whether the same be at law, in equity or mixed, which such Company Releasing Party ever had, now has, or hereafter can, shall or may have against any or all of the Yazbeck Released Parties, in respect of or arising from the Settled Claims, (collectively the “Company Released Claims” and together with the Yazbeck Released Claims, the “Released Claims”); provided, however, that nothing contained in this Agreement shall be construed to prohibit the Company from bringing appropriate proceedings to enforce the obligations of Yazbeck hereunder, none of which are released hereby until Yazbeck’s receipt of the Settlement Amount.
Release by the Executive (a) The Executive, on behalf of himself, his agents, heirs, successors, assigns, executors and administrators, in consideration for the termination payments and other consideration provided for under the Employment Agreement, hereby forever releases and discharges the Company, and its successors, its affiliated entities, and, in such capacities, its past and present directors, employees, agents, attorneys, accountants, representatives, plan fiduciaries, successors and assigns from any and all known and unknown causes of action, actions, judgments, liens, indebtedness, damages, losses, claims, liabilities, and demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, including but not limited to (i) any claim for breach of contract, breach of implied covenant, breach of oral or written promise, wrongful termination, intentional infliction of emotional distress, defamation, interference with contract relations or prospective economic advantage, negligence, misrepresentation or employment discrimination, and including without limitation alleged violations of Title VII of the Civil Rights Act of 1964, as amended, prohibiting discrimination based on race, color, religion, sex or national origin; the Family and Medical Leave Act; the Americans With Disabilities Act; the Age Discrimination in Employment Act; other federal, state and local laws, ordinances and regulations; and any unemployment or workers’ compensation law, excepting only those obligations of the Company pursuant to Paragraph 5 of the Employment Agreement or otherwise continuing under the Employment Agreement and any claims to benefits under any compensation or benefit plan, program or arrangement in which the Executive was participating as of the date of termination of his employment; (ii) any and all liability that was or may have been alleged against or imputed to the Company by the Executive or by anyone acting on his behalf; (iii) all claims for wages, monetary or equitable relief, employment or reemployment with the Company in any position, and any punitive, compensatory or liquidated damages; and (iv) all rights to and claims for attorneys’ fees and costs except as otherwise provided in the Employment Agreement.
Confirmation by the Company The Company must provide written confirmation to the Underwriter that the Underwriter’s instructions to restrict or prohibit trading have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.
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, the Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing, or (iii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower.
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.
Termination by the Purchaser This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if:
Action by the Trustees The Board of Trustees or any committee thereof shall act by majority vote of those present at a meeting duly called (including a meeting by telephonic or other electronic means, unless the 1940 Act requires that a particular action be taken only at a meeting of the Trustees in person) at which a quorum required by the Bylaws is present. Any action that may be taken by the Board of Trustees or any committee thereof by majority vote at a meeting duly called and at which a quorum required by the Bylaws is present, may also be taken by written consent of at least seventy-five percent (75%) of the Trustees or members of the committee, as the case may be, without a meeting, provided that the writing or writings are filed with the minutes of proceedings of the Board or committee. Written consents or waivers of the Trustees may be executed in one or more counterparts. Any written consent or waiver may be provided and delivered to the Trust by any means by which notice may be given to a Trustee. Subject to the requirements of this Agreement and the 1940 Act, the Trustees by Majority Trustee Vote may delegate to any Trustee or Trustees authority to approve particular matters or take particular actions on behalf of the Trust.

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