Release of Xxxxx Sample Clauses

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.
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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.
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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.
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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...
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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").
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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.
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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.
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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.
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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.
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Related to Release of Xxxxx

  • Release of Company Receipt of severance benefits pursuant to this Section 10 shall be in lieu of all other amounts payable by the Company to Employee and in settlement and complete release of all claims Employee may have against the Company or its directors, officers, or shareholders, other than those arising out of the severance benefits due and payable under Sections 10 and 15 of this Agreement and Employee’s rights under this Agreement. Employee acknowledges and agrees that execution of a general release of claims by Employee in a form reasonably acceptable to the Company shall be a condition precedent to the Company’s obligation to pay severance benefits hereunder.

  • 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.

  • Release of Amounts So long as no Event of Default under the Credit Agreement shall have occurred and be continuing, the Administrative Agent will pay and release to the Borrower or at its order or, at the request of the Borrower, to the Administrative Agent to be applied to the Obligations of the Borrower under the Loan Documents such amount, if any, as is then on deposit in the L/C Cash Collateral Account.

  • 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.

  • 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”).

  • Amendments, Waivers and Release of Collateral Neither this Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified except in accordance with the provisions of this Section nor may be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section 9.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification or release shall:

  • Release of Shares As promptly as is practicable after the lapse of transfer restrictions and satisfaction of Sections 5.1 through 5.3 above, the Company shall release the shares of Restricted Stock registered in the name of Grantee, Grantee’s authorized assignee or Grantee’s legal representative. The Company may postpone such release until it receives satisfactory proof that the release of such shares will not violate any of the provisions of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, any rules or regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules. Grantee understands that the Company is under no obligation to register or qualify the Restricted Stock or Common Stock with the SEC, any state securities commission or any stock exchange to effect such compliance.

  • Partial Release of Collateral Lender hereby releases the following collateral:

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