Release of Released Parties. The Parties agree to the following release which shall be included in the Second Order and which shall take effect upon the date the Court’s approval of the Settlement Agreement becomes a Final Order.
(a) In exchange for the settlement benefits hereunder and for other valuable consideration set forth in the Settlement Agreement, the Plaintiff and each Class Member, including their heirs, successors and assigns, on behalf of themselves and any other legal or natural persons who may claim by, through or under them, expressly and irrevocably waives and fully, finally and forever settles and releases all claims, demands, actions, suits and causes of action against the Defendants and/or their directors, officers, employees, lawyers, insurers or agents, whether known or unknown, asserted or unasserted, that any Class Member ever had, could have had, now has or hereafter can, shall or may have, relating in any way to any conduct, act or omission which was or could have been alleged in the Action which arise from or relate to the use of shingled magnetic recording technology in the WD RED NAS Drives during the Class Period, excluding claims for personal injury that may arise from use of the WD RED NAS Drives.
(b) The Plaintiff and Class Members expressly agree that this Release and the Second Order is, will be, and may be raised as a complete defence to, and will preclude any action or proceeding encompassed by this Release.
(c) The Plaintiff and Class Members shall not now or hereafter institute, maintain, prosecute, assert and/or cooperate in the institution, commencement, filing, or prosecution of any suit, action and/or proceeding, against the Released Parties, either directly or indirectly, on their own behalf, on behalf of a class or on behalf of any other person or entity with respect to the claims, cause of action and/or any other matters released through this Settlement.
(d) In connection with the Settlement Agreement, the Plaintiff and Class Members acknowledge that they may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that they now know or believe to be true concerning the subject matter of the Action and/or the Release herein. Nevertheless, it is the intention of the Plaintiff and Class Members in executing this Settlement Agreement fully, finally and forever to settle, release, discharge, and hold harmless all such matters, and all claims relating thereto which exist, hereafter may exist, ...
Release of Released Parties. On the Effective Date, each of the Released Parties shall be released and discharged from all present and future actions, causes of action, damages, judgments, executions, obligations, liabilities and claims of any kind or nature whatsoever (other than liabilities or claims attributable to any of Released Party’s gross negligence, fraud or wilful misconduct as determined by the final, non-appealable judgment of a court of competent jurisdiction) arising on or prior to the Effective Date in connection with the Existing Notes, the Existing Indenture, any documents or agreements related to the Existing Indenture, the CBCA Proceedings, this Plan, the transactions contemplated hereunder and any proceedings commenced with respect to or in connection with this Plan, the Share Exchange Transaction Documents and the transactions contemplated thereunder, and any other actions or matters related directly or indirectly to the foregoing, provided that nothing in this paragraph shall release or discharge any of the Released Parties from or in respect of its obligations under this Plan, the Noteholder Support Agreements, the New Secured Notes, the New Indenture, the Share Exchange Transaction Documents or under any Order, or any document ancillary to the foregoing.
Release of Released Parties. At the applicable time pursuant to Section 5.3, each of the Released Parties shall be forever and irrevocably released and discharged from any and all present and future actions, causes of action, damages, judgments, executions, obligations, liabilities and Claims of any kind or nature whatsoever arising on or prior to the Effective Date in connection with the Senior Unsecured Notes, the Senior Unsecured Note Indenture, the Support Agreement, the Existing Shares, the Arrangement, the Arrangement Agreement, this Plan, the CBCA Proceedings, the Chapter 15 Proceedings and any other proceedings commenced with respect to or in connection with this Plan, the transactions contemplated hereunder (including, without limitation, the issuance of the New Common Shares and the New 1.5 Lien Notes and the execution of the New 1.5 Lien Note Documents and the New 1.5 Lien Term Loans Documents), and any other actions, agreements, documents or matters related directly or indirectly to the foregoing, provided that nothing in this paragraph shall release or discharge any Released Party:
(a) from or in respect of their respective obligations under this Plan, the Support Agreement, the Commitment Letter or any Order or document ancillary to any of the foregoing;
(b) from liabilities or Claims attributable to such Released Party's fraud, gross negligence or wilful misconduct, as determined by the final, non-appealable judgment of the Court; or
(c) from any and all present and future actions, causes of action, damages, judgments, executions, obligations and Claims of any kind or nature whatsoever arising or in existence on or prior to the Effective Date and relating to any such Released Party other than in respect of their respective roles as a Released Party, provided further that nothing herein shall release any Claims of the Applicants as asserted in Court File Number 1801- 07588, in the Court of Queen's Bench of Alberta, Judicial Centre of Calgary. The foregoing release shall not be construed to prohibit a party in interest from seeking to enforce the terms of this Plan or any contract or agreement entered into pursuant to, in connection with or contemplated by this Plan.
Release of Released Parties. (a) Upon the Effective Date, subject to Section 4.2 and in consideration of payment of the Settlement Amount, and for other valuable consideration set forth in the Settlement Agreement, including Cathay Pacific's commitment to provide continuing compliance with the cooperation provisions of this Settlement Agreement set forth in Section 3.1, the Releasing Parties shall be deemed to, and do hereby, release and forever discharge the Released Parties of and from any and all Released Claims. The Parties shall use their best efforts to have the terms of the release contemplated herein incorporated into the Approval Orders.
(b) The Plaintiffs and Settlement Class Members acknowledge that they are aware that they may hereafter discover facts in addition to, or different from, those facts which they know or believe to be true with respect to the subject matter of the Settlement Agreement, and that it is their intention to release fully, finally and forever all Released Claims as set out in this Section 4.1, and in furtherance of such intention, this release shall be and remain in effect notwithstanding the discovery or existence of any such additional or different facts.
(c) Each Settlement Class Member (including each Absent Foreign Claimant) who files a claim form must execute a written release in favour of the Released Parties in respect of all Released Claims. Additionally, each Absent Foreign Claimant who files a claim form must execute a written consent to the jurisdiction of the Ontario Court. Such written release and consent will be contained within the body of the claim form to be filed by Settlement Class Members for compensation pursuant to the Distribution Protocol. Any receipt of funds by Settlement Class Members (including Absent Foreign Claimants) under this Settlement Agreement shall be conditional upon receipt of the above described written release and written consent (if applicable).
Release of Released Parties. The Manager agrees that it will not (and will cause the Servicer each Sub-Servicer, as applicable, to not), in each case in connection with applicable Servicing of the Assets (and exercise of the applicable authority granted under the Transaction Documents with respect thereto), renew, extend, renegotiate, compromise, settle or release any Note or Asset or any right of the Company with respect to the Assets, except upon payment in full thereof, unless the Borrower and all Obligors on said Note or Asset first shall release and discharge each Released Party from all claims, demands and causes of action that any such Borrower or Obligor may have against any such Released Party arising out of or resulting from any act or omission occurring prior to the date of such release.
Release of Released Parties. Upon occurrence of the Effective Date, the Releasing Parties shall be deemed to have, and by operation of the Final Order shall have, FULLY, FINALLY, AND FOREVER RELEASED, and are FOREVER BARRED from the prosecution of, any and all Released Claims against any and all of the Released Parties, except that the release shall not preclude any action or claim related to the implementation and/or enforcement of the Settlement Agreement. The Release in this Section 3.1 is in addition to the effect of the Final Order entered in accordance with this Settlement.
Release of Released Parties. Each of the Company and the Subsidiary for itself and any parent, subsidiary and/or affiliated companies and entities and the stockholders, trustees, officers, directors, partners, members, employees, agents, representatives and attorneys of all of the foregoing and their respective heirs, executors, administrators, successors, predecessors, legal representatives and assigns (as hereinafter defined) and all persons claiming by, through or under them or any of them (all hereinafter collectively referred to as the "Releasing Parties"), do hereby remise, release, acquit and forever discharge NSSIT and each of its parent, subsidiary and affiliated companies and entities and the stockholders, trustees, officers, directors, partners, members, employees, agents, accountants, representatives and attorneys of all of the foregoing and their respective heirs, executors, administrators, successors, predecessors, legal representatives and assigns, including, without limitation, Nomura Holding America Inc., Tri-Links Investment Trust and Long Drive Management Trust, as Investment Advisor to certain of the other Released Parties (all hereinafter collectively referred to as the "Released Parties"), of, from and against any and all manner of actions, causes of action, choses in action, suits, debts, dues, sums of money, compensation, accounts, rentals, commissions, reckonings, bonds, bills, specialties, covenants, rights, contracts, controversies, agreements, promises, costs, damages, judgments, executions, claims and demands whatsoever, whether known or unknown, foreseen or unforeseen (regardless of by whom raised), in law or in equity, which the Releasing Parties, and/or any of them, and/or anyone claiming by, through or under any of the Releasing Parties and/or any other person or entity, now have, ever had or may ever have from the beginning of time against the Released Parties (directly or indirectly) or any of them, singly or in any combination, on account of, arising out of, related to or in connection with any thing, cause, matter, transaction, act or omission of any nature whatsoever of, or involving any of the Released Parties (i) in the case of matters on account of, arising out of, or in connection with the Payoff Agreement, the Outstanding Debt (as defined in the Payoff Agreement) or the Note Documents (as defined in the Payoff Agreement), from the beginning of time through the end of time, other than with respect to the Company's rights to enforce the Payoff ...
Release of Released Parties. On the Effective Date, the Lender Agent, the Lenders, the Noteholders, the Shareholders, the Optionholders and the Incentiveholders shall, and hereby do, forever and irrevocably release and discharge Pengrowth and each present and former director, officer, employee, representative, advisor (including legal and financial advisors) and agent of Pengrowth (each a “Released Party”) from all present and future demands, actions, causes of action, suits, damages, judgments, executions, expenses, obligations, liabilities and claims of any kind or nature whatsoever, whether known or unknown, matured or unmatured, or foreseen or unforeseen, based in whole or in part on any act, omission, transaction, duty, responsibility, liability, obligation, dealing or other occurrence, arising on or prior to the Effective Date in connection with the Secured Indebtedness, the Secured Debt Documents, the Shares, the Options, the Option Plan, the Incentives, the Arrangement proceedings, the Arrangement Agreement, this Plan, the transactions contemplated hereunder, the business, affairs, administration and management of Pengrowth, and any other actions or matters related directly or indirectly to the foregoing, provided that nothing in this Section 8.1 shall release or discharge any Released Party from or in respect of its obligations under this Plan.
Release of Released Parties. (a) Upon the Effective Date, subject to Section 4.2 and in consideration of payment of the Settlement Amount, and for other valuable consideration set forth in the Settlement Agreement, including British Airways’ commitment to provide continuing compliance with the cooperation provisions of this Settlement Agreement set forth in Section 3.1, the Releasing Parties shall be deemed to, and do hereby, release and forever discharge the Released Parties of and from any and all Released Claims. The Parties shall use their best efforts to have the terms of the release contemplated herein incorporated into the Approval Order.
(b) The Plaintiffs and Settlement Class Members acknowledge that they may hereafter discover facts in addition to, or different from, those facts which they know or believe to be true with respect to the subject matter of the Settlement Agreement, and that it is their intention to release fully, finally and forever all Released Claims as set out in this Section 4.1, and in furtherance of such intention, this release shall be and remain in effect notwithstanding the discovery or existence of any such additional or different facts.
Release of Released Parties. On the Effective Date, the Shareholders shall, and hereby do, forever and irrevocably release and discharge the Company, the Parent, the Purchaser and each of their respective present and former directors, officers, employees, representatives, advisors (including legal and financial advisors) and agents (each, a “Released Party”) from all present and future demands, actions, causes of action, suits, damages, judgments, executions, expenses, obligations, liabilities and claims of any kind or nature whatsoever (other than liabilities or claims attributable to gross negligence, fraud or wilful misconduct of the applicable Released Party as determined by the final non-appealable judgment of a court of competent jurisdiction), whether known or unknown, matured or unmatured, for foreseen or unforeseen, based in whole or in part on any act, omission, transaction, duty, responsibility, liability, obligation, dealing or other occurrence, arising on or prior to the Effective Date in connection with the Shares, the Arrangement proceedings, the Arrangement Agreement, this Plan of Arrangement, the transactions contemplated hereunder, the business, affairs, administration and management of the Company and its Subsidiaries, and any other actions or matters related directly or indirectly to the foregoing, provided that nothing in this Section 7.1 shall release or discharge any Released Party from or in respect of its obligations under this Plan of Arrangement.
1. The arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act (the “CBCA”) of Cervus Equipment Corporation (the “Company”), pursuant to the arrangement agreement (the “Arrangement Agreement”) among the Company, 13255026 Canada Ltd. and Xxxxxx Tractor Ltd. dated August 15, 2021, all as more particularly described and set forth in the management information circular of the Company dated , 2021 (the “Circular”), accompanying the notice of this meeting (as the Arrangement may be modified or amended in accordance with its terms) is hereby authorized, approved and adopted.
2. The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”)), the full text of which is set out in Appendix to the Circular, is hereby authorized, approved and adopted.
3. The (i) Arrangement Agreement and related transactions, (ii) actions of the directors of the Company in approving the ...