Release of Xxxxx Sample Clauses

Release of Xxxxx. In consideration of the mutual promises set forth in this Agreement and for other good and valuable consideration, the sufficiency and receipt of which the Company hereby acknowledges, the Company, on behalf of itself and for all Company Parties and other persons or entities who may claim by or through the Company and/or the Company Parties (collectively the “Company Releasors”), hereby covenants not to xxx and fully and unconditionally releases, waives, and forever discharges, to the maximum extent permitted by law, Xxxxx and each of his heirs (each of them collectively, in their individual and representative capacities, the “Xxxxx Released Parties”), from and with respect to any and all charges, complaints, claims, rights, contracts, agreements and actions, which the Company Releasors ever had, now has, or may have against the Xxxxx Released Parties, arising or which may have arisen at any time up to the date the Company executes this Agreement, including, but not limited to, all claims, demands, suits, causes or rights of action arising out of or in any way connected with Xxxxx’x employment relationship with the Company or Xxxxx’x separation from employment from the Company; Xxxxx’x board membership with Parent or the separation of such board membership; claims, demands, suits, causes or rights of action relating to defamation, breach of contract or public policy, attorneys’ fees or damages (including contract, compensatory, punitive, or liquidated damages), equitable relief, intentional infliction of emotional distress, invasion of privacy, negligence, or any other tort claims; claims which could arise under any and all federal, state and local laws or obligations, or by reason of any matter, cause or thing whatsoever, except for (i) claims for enforcement of Company’s rights under this Agreement, (ii) claims that cannot be released as a matter of law, (iii) unknown claims which, except in the case of intentional fraud or where Xxxxx took active steps to conceal his actions, could not have been discovered with reasonable diligence, and (iv) claims arising after Company executes this Agreement.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Release of Xxxxx. You will be deemed to have called for the release of your grant on the date on which your grant vests following expiration of the Restricted Period and attainment of the vesting criteria set out in the Restricted Period clause above unless the release of your grant would be prohibited by law, the Model Code for Securities Transactions by Directors of Listed Companies or the Company’s dealing code. In such a case you will be deemed to have called for the release of your grant on the first date following vesting of your grant on which the release of your grant would not be prohibited. This grant may only be settled in Shares.
Sample 1Sample 2Sample 3
Release of Xxxxx. MFIC, together with any of its subsidiaries or divisions, hereby jointly and severally remise, release and forever discharge XXXXX and its representatives, successors, assigns, and all persons acting through, by or in concert with it from any and all debts, demands, actions, torts, breaches, causes of action, suits, accounts, covenants, agreements, contingencies, promises, understandings, damages, expenses, compensation, claims or liabilities that any of the releasors now has, may have or ever had, whether in law or in equity, or whether known or unknown, from the beginning of the world to the date hereof arising out of or relating to the purchase and use of the Equipment by XXXXX, including but not limited to, any claim relating to, arising out of or that could have been made in either X.X. Xxxxx Corporation v. MFIC Corporation and Epworth Manufacturing Company, a/k/a Epworth Xxxxxxxxx-XXXXXX, a/k/a Lake Shore Industries, Inc., Civil Action No. 4:00-CV-279-HLM, pending in the United States District Court for the Northern District of Georgia, Rome Division, or MFIC Corporation v. X. X.
Sample 1
Release of Xxxxx xxx. Borrower Representative has notified Agent and the Lenders that it desires to consummate the Xxxxx.xxx Sale. Notwithstanding Sections 7.1, 7.2 and 7.3 of the Credit Agreement and any other provision thereof or in any other Loan Document that may operate to restrict the Xxxxx.xxx Sale, subject to the terms and conditions of this Amendment, the undersigned lenders constituting Required Lenders, hereby consent to the Xxxxx.xxx Sale, provided that (i) on the Closing Date (as defined in the Xxxxx.xxx Purchase Agreement), notwithstanding anything to the contrary in Section 2.2(c)(ii) of the Credit Agreement, Borrower Representative shall make a prepayment in respect of the Obligations in the amount of $65,700,000, and (ii) upon receipt of any Earnout Payment (as defined in the Xxxxx.xxx Purchase Agreement), Borrower Representative shall promptly, but in any event within five (5) Business Days, make a prepayment in respect of the Obligations in an amount equal to 70% of the proceeds actually received by Borrower Representative in connection with such Earnout Payment, net of legal expenses incurred in connection therewith up to $50,000. Together with each prepayment pursuant to this Section 3, Borrowers shall pay the Prepayment Fee due in respect of such prepayment, the Original Final Payment, and a ratable portion of the Restatement Date Final Payment equal to 5.75% multiplied by the amount of such prepayment. Failure to make the prepayment and pay related fees in accordance with the foregoing shall constitute an immediate Event of Default not capable of cure. On the Effective Date, Xxxxx.xxx shall be automatically released as a Guarantor under the Credit Agreement and the other Loan Documents, and any security interest granted in the assets of Xxxxx.xxx or in the Equity Interests of Xxxxx.xxx shall be automatically released and terminated, and Agent shall, at the written request of Borrower Representative, deliver such evidence with respect to such release as Borrower Representative may reasonably require. Xxxxx.xxx or its designee is hereby authorized, effective as of the Effective Date, to file (i) a termination statement with respect to the UCC Financing Statement listed on Exhibit A attached hereto and (ii) the release of security interest in intellectual property attached hereto as Exhibit B. In connection with the Xxxxx.xxx Sale, the undersigned Lenders constituting Required Lenders, hereby approve adding back expenses and charges (to the extent in ex...
Sample 1
Release of Xxxxx. (a) DPS, for itself and on behalf of its agents, attorneys, representatives, officers, directors, subsidiaries, affiliates, successors and assigns (individually, a "DPS Party" and collectively, the "DPS Parties"), for good and adequate consideration, the receipt whereof is hereby acknowledged, does hereby remise, release and forever discharge each of the Xxxxx Parties (as hereinafter defined) of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever in law or in equity (collectively, "Claims"), which against the said Xxxxx Party such DPS Party ever had, now has or which it, its successors or assigns, hereafter can, shall or may have for, upon or by reasons of any matter, cause or thing whatsoever from the beginning of the world to, and including, the Closing Date (collectively, the "DPS Released Claims"); provided, however, that, notwithstanding the foregoing, neither DPS nor any other DPS Party shall be deemed hereunder to have released, waived, acquitted, withdrawn, retracted or discharged any rights under that certain Stock Purchase Agreement dated June 30, 2015, by and between DPS, CMAC Purchaser, LLC, Xxxxx X. Xxxx and Xxxxx (the "Stock Purchase Agreement"). (b) DPS agrees that neither DPS nor anyone claiming by, through, for or under it or on its behalf will bring, file, institute, prosecute, maintain, participate in, or recover upon, either directly or indirectly, or encourage or benefit from the institution of, any suit, charge, administrative proceeding, investigation or action at law or in equity against any Xxxxx Party in or before any federal, state, local, foreign or other government or quasi-governmental authority or any department, agency, subdivision, court or other tribunal of any of the foregoing, for or relating to any of the DPS Released Claims. DPS agrees that this Section 1(b) may be pleaded by any Xxxxx Party as a counterclaim or cross-claim to or as a defense in bar or abatement of any DPS Released Claim. DPS represents that it has not filed or caused to be filed any claim, complaint, charge or action of any kind against any Xxxxx Party, which is now pending with any court, administrative agency or arbitral tribunal, or assigned any rights with respect to any DPS Released Clai...
Sample 1
Release of Xxxxx. Disclosee acknowledges and understands that some or all of the Evaluation Materials may have been prepared by parties other than Xxxxx, that Xxxxx has not independently verified the Evaluation Materials, and that neither Xxxxx, its employees, representatives, principals, agents or contractors nor any other entity which provides or makes available Evaluation Materials to Disclosee at the direction of Xxxxx, makes any representation or warranty whatsoever, express or implied, with respect to the content, completeness or accuracy of the Evaluation Materials. Disclosee hereby releases Xxxxx and its employees, representatives, agents and contractors, including the preparers of any of the Evaluation Materials, from all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys' fees) asserted against or incurred by Disclosee by reason of Disclosee's reliance on or knowledge of the Evaluation Materials or for any other reason. Disclosee acknowledges and waives the benefits of California Civil Code Section 1542 (and all similar ordinances and statutory, regulatory, or judicially created laws or rules of any other jurisdiction), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Xxxxx and Disclosee agree that this waiver and release is an essential and material term of this Agreement. This section shall survive termination of this Agreement.
Sample 1
Release of Xxxxx. SCI and the Noteholders for themselves and their successors and assigns, fully, unconditionally, and without reserve, hereby remise, release, acquit and forever discharge Xxxxx and his agents, attorneys, and employees, heirs, successors and assigns from any and all Claims which they may have against him except those obligations undertaken by Xx. Xxxxx in connection with the Restructuring Agreement and Term Sheet.
Sample 1
AutoNDA by SimpleDocs
Release of Xxxxx. PTR Labs waives any and all claims against Xxxxx, his attorneys and other representatives, for any and all actions taken or statements made (or those that could have been taken or made) by Xxxxx and his attorneys and other representatives, whether in the course of investigating claims or otherwise seeking enforcement of Proposition 65 in this matter, and/or with respect to the Notice or Product.
Sample 1
Release of Xxxxx. (a) Subject to clause 3(b), the National releases and discharges Xxxxx from any claim, action, suit, cause of action, demand, liability, damages and costs (whether at common law, in equity or, to the extent permitted, under any statute) the National has or may have against Xxxxx in respect of Xxxxx’ employment with the National. (b) The National does not release or discharge Xxxxx in any manner whatsoever in respect of any claim, action, suit, cause of action, demand, liability, damages and costs (whether at common law, in equity or, to the extent permitted, under any statute) arising from any criminal or fraudulent conduct committed by Xxxxx in the course of his employment with the National.
Sample 1

Related to Release of Xxxxx

  • Specific Release of ADEA Claims In further consideration of the payments and benefits provided to Executive under the Employment Agreement, the Releasors hereby unconditionally release and forever discharge the Releasees from any and all Claims that the Releasors may have as of the date Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, Executive hereby acknowledges and confirms the following: (i) Executive was, and is hereby, advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to Executive the terms of this Agreement, including, without limitation, the terms relating to Executive’s release of claims arising under ADEA, and Executive has in fact consulted with an attorney; (ii) Executive was given a period of not fewer than 21 days to consider the terms of this Agreement and to consult with an attorney of his choosing with respect thereto; (iii) Executive knowingly and voluntarily accepts the terms of this Agreement; (iv) the payments and benefits provided to Executive in consideration of this release are in addition to any amounts otherwise owed to Executive; and (v) this Agreement is written in a manner designed to be understood by Executive and he understands it. Executive also understands that he has seven days following the date on which he signs this Agreement within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph.

  • Release of a Guarantor (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x) (1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request by the Issuer or such Guarantor accompanied by an Officer’s Certificate of the Issuer and, upon written request, an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of such Guarantor from its Obligations under its Guarantee pursuant to this Article 10. Except as set forth in Articles 4 and 5 and this Section 10.04, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

  • Waiver and Release of Liability In consideration for the privilege of the Participant’s participation in the Activities, the undersigned hereby RELEASES, DISCHARGES, COVENANTS NOT TO XXX, AND AGREES TO INDEMNIFY AND SAVE AND HOLD HARMLESS RELEASEES from any and all liability, demands, losses, medical expenses, lost opportunities, damages or attorneys fees and costs stemming from any or all claims for negligence, expressed or implied warranty, contribution, and indemnity, and/or claims of negligent rescue operations, first aid, and emergency care, to the broadest extent permitted by applicable law suffered by the Participant incurred on his/her account with respect to the Participant’s personal injury and other injury or harm, disability, and/or death, or property damage, arising directly or indirectly from the Participant’s participation in Activities, as caused or alleged to be caused in whole or in part by the Releasees or any of them, and further agrees that if, despite this release, the Participant or any other person makes a claim on the Participant’s behalf against any of the Releasees, THE UNDERSIGNED WILL INDEMNIFY, SAVE AND HOLD HARMLESS EACH OF THE RELEASEES FROM ANY LIABILITY, LITIGATION EXPENSES, ATTORNEY FEES, LOSSES, DAMAGES OR COSTS ANY MAY INCUR AS THE RESULT OF ANY SUCH CLAIM, WHETHER ASSERTED BY THE UNDERSIGNED, THE PARTICIPANT, OR ANOTHER PERSON. INITIAL HERE

  • Notification of Xxxxxx and Unauthorized Release (a) Vendor will promptly notify the District of any breach or unauthorized release of Protected Data it has received from the District in the most expedient way possible and without unreasonable delay, but no more than seven (7) calendar days after Vendor has discovered or been informed of the breach or unauthorized release. (b) Vendor will provide such notification to the District by contacting Xxxxxx Xxx, Data Protection Officer, directly by email at xxxxxx.xxx@xxxxx.xxx or by calling 000-000-0000. (c) Vendor will cooperate with the District and provide as much information as possible directly to Xxxxxx Xxx, Data Protection Officer or his/her designee about the incident, including but not limited to: a description of the incident, the date of the incident, the date Vendor discovered or was informed of the incident, a description of the types of Protected Data involved, an estimate of the number of records affected, the schools within the District affected, what the Vendor has done or plans to do to investigate the incident, stop the breach and mitigate any further unauthorized access or release of Protected Data, and contact information for Vendor representatives who can assist affected individuals that may have additional questions. (d) Vendor acknowledges that upon initial notification from Vendor, the District, as the educational agency with which Vendor contracts, has an obligation under Section 2-d to in turn notify the Chief Privacy Officer in the New York State Education Department (“CPO”). Vendor agrees not to provide this notification to the CPO directly unless requested by the District or otherwise required by law. In the event the CPO contacts Vendor directly or requests more information from Vendor regarding the incident after having been initially informed of the incident by the District, Vendor will promptly inform Xxxxxx Xxx, Data Protection Officer or his/her designee.

  • Release of Funds On the Redemption Date, the outstanding Note Balance of the Notes plus accrued and unpaid interest on the Notes will become due and payable and that interest on the Notes will cease to accrue from and after the Redemption Date, unless the Issuer fails to pay the Notes on the Redemption Date. On redemption, the Indenture Trustee will release the Collateral from the Lien of this Indenture and release to the Issuer or any other Person entitled to funds then in the Bank Accounts under this Indenture according to Section 8.4(c).

  • Release of Unknown Claims Employee expressly waives and relinquishes all rights and benefits afforded by any statute (including, but not limited to, Section 1542 of the Civil Code of the State of California and analogous laws of other states), which limits the effect of a release with respect to unknown claims. Employee does so understanding and acknowledging the significance of the release of unknown claims and the waiver of statutory protection against a release of unknown claims (including, but not limited to, Section 1542). Section 1542 of the Civil Code of the State of California states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Thus, notwithstanding the provisions of Section 1542 or of any similar statute, and for the purpose of implementing a full and complete release and discharge of the Company Releasees, Employee expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims which are known and all Claims which Employee does not know or suspect to exist in Employee’s favor at the time of execution of this Agreement and that this Agreement contemplates the extinguishment of all such Claims. Employee acknowledges that he/she might hereafter discover facts different from, or in addition to, those Employee now knows or believes to be true with respect to a Claim or Claims released herein, and they expressly agree to assume the risk of possible discovery of additional or different facts, and agree that this Agreement shall be and remain effective, in all respects, regardless of such additional or different discovered facts.

  • Release of Rights Each of the Seller hereby relinquishes all rights of dower, homestead and distributive share in and to the property and waives all rights of exemption as to any of the property.

  • ADEA Release You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you have under the ADEA, and that the consideration given for the waiver and releases you have given in this Agreement is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised, as required by the ADEA, that: (a) your waiver and release does not apply to any rights or claims that arise after the date you sign this Agreement; (b) you should consult with an attorney prior to signing this Agreement (although you may choose voluntarily not to do so); (c) you have twenty-one (21) days to consider this Agreement (although you may choose voluntarily to sign it sooner); (d) you have seven (7) days following the date you sign this Agreement to revoke this Agreement (in a written revocation sent to me); and (e) this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after you sign this Agreement provided that you do not revoke it (the “Effective Date”).

  • Our Right to Receive and Release Information About You We are committed to maintaining the confidentiality of your healthcare information. However, in order for us to make available quality, cost-effective healthcare coverage to you, we may release and receive information about your health, treatment, and condition to or from authorized providers and insurance companies, among others. We may give or get this information, as permitted by law, for certain purposes, including, but not limited to: • adjudicating health insurance claims; • administration of claim payments; • healthcare operations; • case management and utilization review; • coordination of healthcare coverage; and • health oversight activities. Our release of information about you is regulated by law. Please see the Rhode Island Confidentiality of HealthCare Communications and Information Act, R.I. Gen. Laws §§ 5-37.3-1 et seq. the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and implementing regulations, 45 C.F.R. §§ 160.101 et seq. (collectively “HIPAA”), the Xxxxx-Xxxxx-Xxxxxx Financial Modernization Act, 15 U.S.C. §§ 6801-6908, the Rhode Island Office of the Health Insurance Commissioner (OHIC) Regulation 100.

  • Release of Lien (a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof. (b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full. (c) In addition, at the written direction of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the General Reserve Account is at least equal to the General Reserve Account Required Balance, (iii) the amount on deposit in the Force Majeure Loan Reserve Account is at least equal to the Force Majeure Required Reserve Amount, (iv) no Event of Default has occurred and is continuing, (v) the Optional Purchase Limit is greater than zero and (vi) the Aggregate Outstanding Note Balance is not greater than the Principal Advance Rate Percentage times the sum of the Aggregate Loan Balance and the Prefunding Loan Balance, the Indenture Trustee shall release or shall consent to the release of Defaulted Timeshare Loans that have not been purchased, repurchased or substituted under Section 4.6 hereof from the Lien of the Indenture, without additional payment. (d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designee.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!