Release by the Purchaser Sample Clauses

Release by the Purchaser. In consideration of the foregoing, the Purchaser releases and discharges Company, Company’s officers, directors, principals, control persons, past and present employees, insurers, successors, and assigns (“Company Parties”) from all actions, cause of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, which against Company Parties ever had, now have or hereafter can, shall or may, have for, upon, or by reason of any matter, cause or thing whatsoever, whether or not known or unknown, from the beginning of the world to the day of the date of this Release arising under the Preferred Stock. It being understood that this Section shall be limited in all respects to all matters arising under or related to the Preferred Stock.
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Release by the Purchaser. In cases where the Purchaser has submitted the Application and received the Voucher payment, the acceptance by the Purchaser of payment for each Charging Voucher shall release NYSERDA from any and all claims and liability the Purchaser, its representatives, and assigns might otherwise have relating to the Charging Voucher.
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Release by the Purchaser. The Purchaser hereby: (i) unconditionally and irrevocably fully releases and discharges the Vendor from any Claim which the Purchaser may now or hereafter have against the Vendor by reason of any matter or thing arising out of, or resulting from, any of the Assumed Liabilities, and (ii) agrees that the Purchaser will not make or take any Claim with respect to any matter released and discharged in this Section 2.03 which may result in any Claim against the Vendor for contribution or indemnity or other relief.
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Release by the Purchaser. In consideration for the obligations of the Seller set forth in this Agreement, the Purchaser, on behalf of itself, and its respective agents, consultants, officers, directors, employees, investors, shareholders, attorneys, administrators and assigns, hereby fully and forever release the Seller and its respective agents, consultants, officers, directors, employees, shareholders, administrators, attorneys, predecessor and successor corporations and assigns, of and from any claim, or cause of action relating to the Debt and that certain 12% Convertible Note originally issued by the Company to Compaq Financial Services Corporation, representing approximately $55.0 million aggregate principal amount plus all accrued interest thereon, except as to any claims or causes of action under this Agreement.
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Release by the Purchaser. (a) The Purchaser knowingly, willingly, irrevocably and expressly acknowledges and agrees, that, from and after the Closing, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it may have against Seller and its Affiliates and each of their representatives relating to the operation of the Company and its Subsidiaries or their respective businesses or relating to the subject matter or negotiation of this Agreement or any other document contemplated hereby (other than, and solely with respect to, any of the covenants in this Agreement that contemplate performance after the Closing), whether or not arising under, or based upon, any Law (including any right, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages, or any other recourse or remedy) are hereby irrevocably waived, other than in the case of Fraud.
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Release by the Purchaser. The Purchaser, for itself, its legal representatives, successors, and assigns, hereby fully, finally, and forever releases and discharges the Seller and its legal representatives, successors, and assigns of and from any and all claims, actions, and causes of action and damages, whether known or unknown, whether contingent or matured, relating in any manner to the payment of the Purchase Price hereunder, but expressly excludes from this release any claims based upon or relating to an allegation that the Seller is not the legal owner of the Preferred Stock.
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Release by the Purchaser. The Purchaser hereby: (i) unconditionally and irrevocably fully releases and discharges the Receiver and Astoria from any Claim which the Purchaser may now or hereafter have against the Receiver or Astoria by reason of any matter or thing arising out of, or resulting from, any of the Assumed Liabilities, and (ii) agrees that the Purchaser will not make or take any Claim with respect to any matter released and discharged in this Section 2.03 which may result in any Claim against the Receiver or Astoria for contribution or indemnity or other relief.
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Release by the Purchaser. Effective upon the Closing, except with respect to (i) the Surviving Covenants and Agreements, (ii) Fraud Claims, and (iii) the right of any Party to specifically enforce the performance of the terms of this Agreement and the Ancillary Documents pursuant to Section 11.7, the Purchaser, on behalf of itself, its respective current and former Representatives and Affiliates and each of its and their respective current and former Representatives and Affiliates (collectively, the “Purchaser Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges the Owners and the Company, their respective current and former Representatives and Affiliates and each of their respective current and former Representatives and Affiliates (collectively, the “Owner and Company Released Parties”) of and from any and all Actions, Orders, Liabilities and Losses of any kind whatsoever, whether in Law or in equity, which the Purchaser Releasing Parties may have against any of the Owner and Company Released Parties, as of the Closing Date or in the future, in each case in respect of any cause, matter or thing arising under or directly related to the Contemplated Transactions or relating to any of the Owner and Company Released Parties, occurring or arising prior to the Closing.
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Release by the Purchaser 
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Related to Release by the Purchaser

  • Indemnity by the Purchaser The Purchaser shall indemnify the Vendor’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:

  • By the Purchaser The Purchaser hereby represents and warrants to the Company as follows:

  • Deliveries by the Purchaser At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Company the following:

  • Termination by the Purchaser This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if:

  • 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.

  • Performance by the Purchaser The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

  • 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.

  • Representations by the Purchaser The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:

  • Default by the Purchaser If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

  • Indemnification by the Purchaser Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

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