RELEASE BY XXXX AND XXXXXXX Sample Clauses

RELEASE BY XXXX AND XXXXXXX. Upon execution of this Agreement and for good and valuable consideration, the receipt of which is hereby acknowledged, Xxxx and Xxxxxxx and each of them, for themselves and on behalf of their marital community, and all their affiliates, agents, employees, assigns, legal representatives, trustees, heirs and devisees, will be deemed to have released and forever discharged EssXSport and its officers, directors, shareholders, employees, agents, affiliates, trustees, successors, assigns, attorneys, accountants, consultants and other professionals (the "Released Parties") from all Claims that they or either of them have or may have against EssXSport and the Released Parties as of the date of this Agreement, including, but not limited to, all Claims related to the Litigation, and in the case of Xxxx all Claims related to the Employment Agreement. It is an express condition of the consideration of this Agreement, and it is the intention of Xxxx and Xxxxxxx and each of them, that this Section 3.1 shall be effective as a bar to each and every Claim held by them. Xxxx and Xxxxxxx acknowledge that EssXSport has relied upon the provisions of this Section 3.1 as a condition to entering into this Agreement. Xxxx and Xxxxxxx, and each of them, expressly consents, based upon advice of their respective legal counsel, that the provisions of this Section 3.1 shall be given full force and effect according to all of its provisions, including those relating to unknown and unsuspected Claims.
Sample 1
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RELEASE BY XXXX AND XXXXXXX. Except for the rights, obligations and responsibilities of Evergreen, C-Lock, Stoner, Kaplan, Xxxxx and Xxxxxxx under this Agreement, Xxxx and Xxxxxxx do hereby release and forever discharge Evergreen, C-Lock, Stoner, Kaplan, Xxxxx and Xxxxxxx, and their representatives, attorneys, employees, agents, successors and assigns of and from any and all claims, demands, damages, penalties, attorney fees, costs, equitable relief and/or rights and causes of action of whatsoever kind and nature, resulting from or in any way arising or growing out of, and by reasons of, any and all known and unknown, foreseen and unforeseen claims, and the consequences thereof, which Xxxx and Xxxxxxx now have against Evergreen, C-Lock, Stoner, Kaplan, Xxxxx and Xxxxxxx. This shall include, without limitation, a release of all claims Xxxx and Xxxxxxx brought in the Civil Action against Evergreen, C-Lock, Stoner, Kaplan, Xxxxx and Xxxxxxx and any and all claims that Xxxx and Xxxxxxx could have brought against Evergreen, C-Lock, Stoner, Kaplan, Xxxxx and Xxxxxxx in the Civil Action.
Sample 1

Related to RELEASE BY XXXX AND XXXXXXX

  • Hart-Xxxxx-Xxxxxx Xxe provisions of the Hart-Xxxxx-Xxxxxx Xxx are not applicable to the transactions contemplated hereby and neither the Corporation nor Seller is required to make any filings or submissions to obtain any approvals thereunder in connection herewith.

  • Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Xxxxxx, Xxxxxx X Xxxxxx has been with the Office of the Chairman of Insignia 000 Xxxx Xxxxxx and has been Chairman of Insignia/ESG, Inc. since July 1996. Prior to New York, NY 10166 July 1996, Xx. Xxxxxx'x principal employment for more than the prior five years was as a founder and Chairman of Xxxxxx X. Xxxxxx Company, Incorporated ("ESG"), a commercial property management and brokerage firm located in New York, New York that was acquired by Insignia in June 1996.

  • Compliance with Xxxxxxxx-Xxxxx Act The Company will comply with all applicable securities and other laws, rules and regulations, including, without limitation, the Xxxxxxxx-Xxxxx Act, and use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Xxxxxxxx-Xxxxx Act.

  • Compliance with Xxxxxxxx-Xxxxx The Company and its subsidiaries and their respective officers and directors are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

  • Xxxxxxx Xxxxxxx Policy The terms of the Partnership’s xxxxxxx xxxxxxx policy with respect to Units are incorporated herein by reference.

  • Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, counsel for the Issuer, MP Renaissance and Mon Power, shall have furnished to the Representatives their written opinion, dated the Closing Date and in form and substance reasonably acceptable to the Representatives, addressing the matters set forth in Exhibit 10(j) and such other matters as the Representatives may reasonably request.

  • Xxxxx Xxxxxx Notary Public My Commission expires October 4, 2010 EXHIBIT A FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT On this _____ day of __________ 20___, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, XXXXX FARGO BANK, N.A. (the "Seller") as the Seller under that certain Second Amended and Restated Master Mortgage Loan Purchase Agreement, ("Purchase Agreement") and as the Company under that certain Second Amended and Restated Master Seller's Warranties and Servicing Agreement (the "Servicing Agreement") each dated as of May 1, 2006, (collectively, the "Agreements"), the terms of which are incorporated by reference herein, does hereby sell, transfer, assign, set over and convey to Bank of America, National Association as the Purchaser (the "Purchaser") under the Agreements, and Purchaser hereby accepts from Seller, without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to each of the (i) Company Mortgage Loans listed on the related Mortgage Loan Schedule attached hereto as Schedule I, (ii) Exception Mortgage Loans, identifying the related exceptions, listed on the Mortgage Loan Schedule attached hereto as Schedule II and (iii) Third-Party Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Schedule III (collectively, the "Mortgage Loan"), together with the Custodial Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 of the Servicing Agreement, the Seller has delivered to the Custodian the documents REQUIRED TO BE DELIVERED UNDER THE AGREEMENTS for each Mortgage Loan to be purchased. The Servicing Files and the Retained Mortgage Files retained by the Seller pursuant to Section 2.01 of the Servicing Agreement shall be appropriately marked to clearly reflect the sale of the related Mortgage Loans to the Purchaser. The Company hereby makes the representations and warranties set forth in Section 3.01 and for each of the Mortgage Loans, Section 3.02 of the Servicing Agreement as of the date hereof. Attached hereto as Exhibit A is a copy of the Third-Party Underwriting Guidelines relating to the Third-Party Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Schedule III. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreements. BANK OF AMERICA, XXXXX FARGO BANK, N.A. NATIONAL ASSOCIATION PURCHASER COMPANY By: By: ---------------------------------- ----------------------------------- Name: Name: -------------------------------- --------------------------------- Title: Title: ------------------------------- -------------------------------- Exhibit A-1 SCHEDULE I COMPANY MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-2 SCHEDULE II EXCEPTION MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-3 SCHEDULE III THIRD-PARTY MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-4 EXHIBIT A THIRD-PARTY UNDERWRITING GUIDELINES Exhibit A-5 EXHIBIT B FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT ____________, 20__ ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Agreement"), dated ___________________, 20__ among _________________, a _________________ corporation having an office at _________________ ("Assignor") and _________________, having an office at _________________ ("Assignee") and Xxxxx Fargo Bank, N.A. (the "Company"), having an office at 0 Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000: For and in consideration of the sum of one dollar ($1.00) and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

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