Release of X’Xxxx’x. At any time after the date hereof, Mortgage Borrower may obtain the release of the portion of the Flamingo Las Vegas known as X’Xxxx’x, without the payment of a Release Price, upon the satisfaction of each of the following conditions:
(a) No Event of Default shall have occurred and be continuing (unless the Event of Default relates solely to X’Xxxx’x and therefore would be fully cured by the release of X’Xxxx’x);
(b) Intentionally omitted;
(c) X’Xxxx’x shall be conveyed to a Person other than a Mortgage Borrower or any Mezzanine Borrower (other than, for the avoidance of doubt, distributions of X’Xxxx’x to the equity owners of the Mortgage Borrower and any Mezzanine Borrower in order to facilitate such conveyance to such Person other than a Mortgage Borrower or any Mezzanine Borrower);
(d) Prior to the transfer and release of X’Xxxx’x, (i) each applicable municipal authority exercising jurisdiction over the Flamingo Las Vegas shall have approved a lot-split ordinance or other applicable action under local law dividing X’Xxxx’x from the remainder of Flamingo Las Vegas, and a separate assessor parcel number will thereafter be issued for X’Xxxx’x (with the result that, following the issuance of a separate assessor parcel number for X’Xxxx’x, no part of the remaining Flamingo Las Vegas shall be part of a tax lot which includes any portion of X’Xxxx’x), (ii) the separate assessor parcel number referred to in the foregoing clause (i) shall have been applied for and (iii) Mortgage Borrower shall have received an amount (from a Person other than Mortgage Borrower, Mezzanine Borrower or Operating Company) that shall approximate the proportionate unpaid real property taxes for X’Xxxx’x, such amount to be based upon the amount of the current year’s real property tax for Flamingo Las Vegas, the proportionate size of X’Xxxx’x in relation to the entire parcel subject to such real property tax and the anticipated waiting time for issuance of the assessor parcel number referred to in the foregoing clause (i), which Mortgage Borrower shall use to pay in accordance with the terms of this Agreement any real property tax exposure in respect of X’Xxxx’x for any period after the release of X’Xxxx’x for which Mortgage Borrower is liable (and any remaining amounts of which shall be returned promptly after the payment of any such taxes);
(e) All requirements under all laws, statutes, rules and regulations (including, without limitation, all zoning and subdivision laws, setback req...
Release of X’Xxxx’x. Xx Trustee may by deed release or restrict the future exercise of all or any of the powers conferred on it by this Settlement.
Release of X’Xxxx’x. The Company, on behalf of its officers, directors, shareholders, assigns, successors, agents, representatives, attorneys and all other persons or entities who/which have or could have made claims through or based on any of its rights, hereby release and discharge Xxxxxx, and any of its officers, directors, shareholders, attorneys, affiliates, successors, agents and representatives, (collectively the “Xxxxxx Released Parties”) from all claims, liabilities, demands and causes of actions, known or unknown, fixed or contingent, which the Company has, may have or claim to have against the Xxxxxx Released Parties, related to or arising out of the Transferred Notes.
Release of X’Xxxx’x. Luminent and MRV do hereby forever waive, release and discharge Xxxxxx, including but not limited to his heirs, representatives, successors and assigns, from any and all claims, causes of action, damages, liabilities or demands, of whatever kind or nature, whether known or unknown, which Luminent or MRV now has or holds, or at any time has held, against Xxxxxx, except as otherwise expressly provided in this Agreement. The releases contained in this paragraph do not apply to any cause of action the Companies may have against Xxxxxx for theft, embezzlement or fraud. (The Companies' respective Boards of Directors are not presently aware of any such claims.)
Release of X’Xxxx’x xxx; Indemnification. If you have a dispute with one or more users of the Xxxxxx.xxx services, you release Xxxxxx.xxx, its affiliates and service providers, and each of their respective officers, directors, agents, joint ventures, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold Xxxxxx.xxx, its affiliates and Service Providers, and each of its or their respective officers, directors, agents, joint ventures, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to any breach of this Agreement or any violation of any law, rule or regulation, or the rights of any third party.
Release of X’Xxxx’x. Subject to, and in consideration of, the terms and conditions of this Agreement, effective as of 12:01 a.m., Central Time, on the Closing Date, each of Unitrin, USC and the Trinity Companies, do hereby remise, release, acquit, and forever discharge each of the Xxxxxx Companies and their respective directors, officers, employees, agents, representatives, Affiliates, successors and assigns, (collectively, the "Xxxxxx Releasees") of and from any and all actions, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, rights of subrogation, indemnity, contribution, demands, and liabilities against the Xxxxxx Releasees whatsoever, whether known or unknown, in law or in equity, arising under or in connection with Terminated Xxxxxx Obligations (as defined below), which Unitrin, USC and the Trinity Companies ever had, now have, or hereafter can, shall or may have against the Xxxxxx Releasees, from the beginning of the world to the end of the world.
Release of X’Xxxx’x. It is expressly understood and agreed by the parties hereto that upon the assumption by Allegiance or its appropriate Subsidiaries of the Assumed Liabilities, Xxxxxx, its Subsidiaries, and their respective officers, directors and employees shall be released by Allegiance and its Subsidiaries from any and all liability, whether joint, several or joint and several, for the discharge, performance or observance of any of the Assumed Liabilities.
Release of X’Xxxx’x. Xx induce Agent and Lenders to enter into this Agreement, each Borrower hereby releases, acquits and forever discharges Agent and Lenders, and all officers, directors, agents, employees, successors and assigns of Agent and Lenders, from any and all liabilities, claims, demands, actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed, at law or in equity, that are known to such Borrower as of the date of this Agreement, or that such Borrower should have reasonably known, arising under or in connection with any of the Credit Documents. Each Borrower represents and warrants to Lender that such Borrower has not transferred or assigned to any Person any claim that such Borrower ever had or claimed to have against Agent or any Lender.
Release of X’Xxxx’x. SBBC releases and forever discharges Xxxxxx from any and all liabilities, causes of action, debts, claims and demands, both in law and equity, known or unknown, fixed or contingent, which SBBC may have or claim to have based on or in any way related to Xxxxxx’x employment by SBBC or this Second Amendment to Employment Agreement.
Release of X’Xxxx’x. The COMPANIES hereby irrevocably waive, release and discharge XXXXXX from any and all actions, causes of action, claims, damages, suits, obligations, agreements, attorney's fees or other liabilities, known or unknown, pending or threatened, which the COMPANIES now have, own, or hold, or claim to have, own, or hold, or which the COMPANIES at any time heretofore had, owned, or held, or claimed to have had, owned, or held, as of the date of this Agreement.
