Release by the Vendors Sample Clauses

Release by the Vendors. Conditional upon the occurrence of the Closing and with effect concurrently therewith, each of the Vendors hereby releases and forever discharges each of the Purchaser Parties and their Affiliates from any and all actions, causes of action, claims, demands, covenants, obligations, contracts, liabilities, costs and damages, whether absolute or contingent and of any nature whatsoever, at law or in equity, past, present or future, which any of the Vendors or their Affiliates now has or ever had or hereafter may have against the Purchaser Parties and their Affiliates by reason of or in any way arising out of any cause, matter or thing whatsoever up to and inclusive of the Closing Date, including by reason of or in any way arising pursuant to the JV Agreement or out of any claim for any indebtedness to the Vendors or their Affiliates, participation in profits or earnings, dividends or other remuneration. Conditional upon the occurrence of the Closing and with effect concurrently therewith, each of the Vendors agrees that neither it nor any of its Affiliates will make any claim, complaint or take any proceeding, including third party proceedings or cross-claims, against any Person with respect to any matters that have arisen between the Vendors or their Affiliates, on the one hand, and the Purchaser Parties and their Affiliates, on the other hand, up to and inclusive of the Closing Date in respect of which any claim could arise against the Purchaser Parties and their Affiliates for contribution or indemnity or other relief, in respect of causes, matters or things which are released or forever discharged by the Vendors and their Affiliates in this Section 10.1. Notwithstanding any of the foregoing, the release in this Section 10.1 will not in any manner prohibit, restrict or otherwise affect any actions, causes of action, claims, demands, covenants, obligations, contracts, liabilities, costs and damages to which the Vendors are entitled pursuant to this Agreement or any of the Ancillary Agreements or which involve fraud, gross negligence or wilful misconduct of the Purchaser Parties or their Affiliates. Each of the Vendors covenants, warrants and represents that neither it nor any of its Affiliates has assigned to any Person any of the actions, causes of action, claims, demands, covenants, obligations, contracts, liabilities, costs and damages which it is releasing in this Section 10.1.
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Release by the Vendors. 8.1 Each of Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx confirms that he has no claim (whether in respect of any breach of contract, compensation for loss of office or monies due to him or on any account whatsoever) outstanding against the Company or the Subsidiaries or against any of the directors or employees of the Company or the Subsidiaries and that no agreement or arrangement (including (without limitation) any contract of employment) is outstanding under which the Company or the Subsidiaries or any of such persons has or could have any obligation of any kind to him. Xxxx Xxxxxxx confirms that he has no such claims save in relation to his contract of employment which has been disclosed to the Purchaser and is included as an annexure to the Disclosure Letter.
Sample 1
Release by the Vendors. Each of the Vendors shall cause to be executed and delivered to the Purchaser at the Time of Closing a release of all claims of the Vendors against the Corporation and its directors, officers, employees, shareholders and agents, such release to be in the form annexed hereto as Schedule "L".
Sample 1

Related to Release by the Vendors

  • 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 Vista, its respective affiliates and each of its 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 “Vista 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 Vista Released Parties, in respect of or arising from the Settled Claims, (collectively, the “Company 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 Vista hereunder, none of which are released hereby until the Company’s receipt of the Note.

  • 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.

  • 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.

  • Partial Terminations by the Purchasers In the event so instructed by the Purchasers in writing after the Closing Date and at the Purchasers’ sole expense, each Seller shall execute documents prepared by the Purchasers and reasonably acceptable to such Seller resigning or appointing a successor Appointed Trustee under any Serviced Appointment for which such Seller acts as Appointed Trustee (other than with respect to any Serviced Appointment that is an Excluded Appointment), and shall reasonably cooperate, at the Purchasers’ sole expense, as instructed by the Purchasers, in finding a qualified successor Appointed Trustee, including executing any documents prepared by the Purchasers in connection with the application to a court of competent jurisdiction to appoint a successor Appointed Trustee.

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

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

  • Indemnity by the Buyer The Buyer shall indemnify the Seller and its subsidiaries other than any Buyer Indemnitees and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any supplement to the schedules occurring after the date hereof or qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.

  • 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:

  • 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.

  • Deliveries by the Buyer At the Closing, the Buyer shall deliver the following:

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