Release Certificate. LGLS shall provide to GS with each delivery of Final Product a Release Certificate, a Certificate of Analysis and a Certificate of Compliance signed by a responsible person duly authorized by LGLS to certify the quality of the API delivered, each in a form reasonably acceptable to GS. The Release Certificate shall, inter alia, state that the results of the agreed upon testing procedures are in compliance with the Final Product Specifications as well as any additional applicable requirements of Regulatory Authorities. Without limiting the foregoing, unless expressly agreed by the Parties all Final Products supplied hereunder shall meet all release criteria established by the FDA or EMEA with respect to such Final Product.
Release Certificate. The Security Agent’s release of all of its right, interest and lien in and to an Airframe or Engine, as provided for in Section 9.03(b), shall be subject to the condition that the Security Agent shall have received (i) a certificate of an engineer, appraiser or other expert stating the fair value to the Company of the airframe or engine to be substituted for such Airframe or Engine; provided that (x) such certificate shall be prepared by an Independent engineer, appraiser or other expert if within six months prior to the date of acquisition of such airframe or engine by the Company, such airframe or engine has been used or operated by a Person or Persons other than the Company, in a business similar to that in which such Airframe or Engine, as the case may be, has been or is to be operated by the Company, but (y) such certificate of an Independent engineer, appraiser or other expert shall not be required in the case of any such substitution if the fair value to the Company of the airframe or engine to be so substituted as set forth in the certificate required by this clause (i) is less than $25,000 or less than 1% of the aggregate principal amount of the Notes at the time Outstanding; and (ii) a certificate of an engineer, appraiser or other expert as to the fair value of such Airframe or Engine, as the case may be, to be released from the Lien of this Aircraft Security Agreement and stating that in the opinion of such Person the proposed release will not impair the security under this Aircraft Security Agreement in contravention of the provisions hereof; provided that (x) such certificate shall be prepared by an Independent engineer, appraiser or other expert if the fair value of such Airframe or Engine, as the case may be, to be released from the lien of this Aircraft Security Agreement and of all other property and securities released since the commencement of the then current calendar year, as set forth in the certificates required by Section 314(d)(1) of the TIA, is 10% or more of the aggregate principal amount of the Notes at the time Outstanding, but (y) such certificate of an Independent engineer, appraiser or other expert shall not be required in the case of any such release of an Airframe or Engine if the fair value of such Airframe or Engine as set forth in the certificate required by this clause (ii) is less than $25,000 or less than 1% of the aggregate principal amount of the Notes at the time Outstanding.
Release Certificate. In exchange for the severance payment described in your Transition Agreement with Shutterfly, Inc. dated August 26, 2008, you completely release Shutterfly, Inc., its affiliated, related, parent or subsidiary entities, and its and their present and former directors, officers, and employees (the “Released Parties”) from any and all claims you may now have or have ever had against any of them, including, but not limited to, any claims arising under Title VII of the Civil Rights Act of 1964, the WARN Act or any state counterpart, the California Fair Employment and Housing Act, the Age Discrimination in Employment Act (“ADEA”), or any other claims for violation of any federal, state, or municipal laws, and any and all claims for attorneys’ fees and costs (the “Released Claims”).2 This release shall be enforced to the fullest extent permitted by law. You understand that you are not waiving any right or claim that cannot be waived as a matter of law, such as workers’ compensation or unemployment insurance benefits. You agree not to file or initiate any lawsuit concerning the Released Claims. You understand that this paragraph does not prevent you from filing a charge with or participating in an investigation by a governmental administrative agency; provided, however, that you hereby waive any right to receive any monetary award resulting from such a charge or investigation.
Release Certificate. The Agent undertakes with the Borrower to cause the Letter of Credit (if issued pursuant to Clause 15.1) to be entirely cancelled promptly upon the occurrence of any event specified in paragraphs (a), (b), (c), (d) or (e) below (each a “Letter of Credit Release Event”):
(a) all indebtedness incurred under this Agreement has been repaid and/or paid in full; or
(b) an amount equal to the stated amount of the Letter of Credit has been deposited into a cash collateral account pledged by an Obligor in favour of the Agent on terms reasonably acceptable to the Agent; or
(c) pursuant to the sale of Prestige Holdings or one of more of its subsidiaries, the Agent has received a replacement letter of credit or other security on terms reasonably acceptable to the Agent; or
(d) if (i) the Other Ship has been delivered, (ii) the indebtedness of Oceania Cruises in respect of its “R Series” ships has either been repaid in full or replaced on terms reasonably acceptable to the Agent, (iii) both Guarantors are in compliance with the financial covenants under their respective Guarantees for their current financial year as at the end of the most recently completed financial quarter of both Guarantors and (iv) to the extent this paragraph (d) is being invoked prior to 24 months following delivery of the Other Ship, both Guarantors shall, at the end of their most recent financial quarter, have a total debt to trailing 12-month EBITDA ratio of 3.5:1 or less and a total debt to total equity ratio of 2.5:1 or less (based on the definitions set forth in the Prestige Holdings Guarantee); or
(e) this Agreement has been terminated for any reason prior to the Delivery Date.
Release Certificate. The Debentures Collateral Agent shall not release any Debentures Pledged Shares unless and until the Pledgor shall have provided to the Debentures Collateral Agent a Release Certificate and accompanying Acknowledgment of Price Note Collateral Agent in the form attached hereto as Exhibit B duly executed by each of the Pledgor and the Price Note Collateral Agent. The Release Certificate shall indicate whether all obligations owed by Pledgor under the Price Note and the Price Note Purchase Agreement have been satisfied in full, the amount of Debentures Pledged Shares to be released and the party to whom such shares shall be delivered. Any Debentures Pledged Shares required to be released pursuant to Section 4(a) of this Agreement or upon the termination of this Agreement shall be released and delivered by the Debentures Collateral Agent in accordance with the instructions contained in an applicable Release Certificate. For purposes of this Agreement, any reference to a Release Certificate shall be deemed to include an accompanying Acknowledgment of Price Note Collateral Agent, unless no such acknowledgment is required as provided by the following sentence. From and after the date the Price Notes Collateral Agent provides to the Debentures Collateral Agent a Payment Certificate in the form attached hereto as Exhibit C, which certificate shall indicate that all obligations of the Pledgor under the Price Note and the Price Note Purchase Agreement have been satisfied in full, then any Release Certificate provided by the Pledgor to the Debentures Collateral Agent need not be accompanied by an Acknowledgment of Price Note Collateral Agent.
Release Certificate. 95 Signatories 96 THIS AGREEMENT is dated 12TH January, 2005 BETWEEN:
Release Certificate. The certificate referred to in Section 5.18 shall be released and delivered.
Release Certificate. Celltrion shall provide to VaxGen with each delivery of Product a Release Certificate, a Certificate of Analysis and a Certificate of Compliance (all as more particularly specified in a Quality Assurance Agreement to be entered into between VaxGen and Celltrion within a reasonable time prior to Launch) signed by a responsible person duly authorized by Celltrion to certify the quality of the Product delivered. Such Release Certificate shall, inter alia, state that the results of the agreed upon testing procedures are in compliance with the Product Specifications as well as any additional applicable requirements of Regulatory Authorities. Without limiting the foregoing, unless expressly agreed by the Parties all Product supplied by Celltrion hereunder shall meet all release criteria established by the FDA or EMEA with respect to such Product.
Release Certificate. The lining applied in the shops will be inspected by the Eskom Engineer or his authorised representative at the Contractor’s premises before releasing the coated items for delivery. A clearance certificate will be issued by the contractor authorising the release.
