Releases and Covenants Sample Clauses

Releases and Covenants. Upon the occurrence of the Effective Date and in consideration of payment of the Settlement Amount specified in Paragraph 6 above, Plaintiffs and all Class Members, on behalf of themselves and their respective past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, servants, representatives (and the parents’ subsidiaries’ and affiliates’ past and present officers, directors, employees, agents, attorneys servants, and representatives), and their predecessors, successors, heirs, executors, administrators, and representatives (the “Releasors”), hereby release and forever discharge, and covenant not to xxx Defendants and their past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, servants, representatives (and the parents’ subsidiaries’ and affiliates’ past and present officers, directors, employees, agents, attorneys, servants, and representatives), and the predecessors, successors, heirs, executors, administrators and representatives of each of the foregoing (the “Releasees”), with respect to, in connection with, or relating to any and all past, present, or future liabilities, claims, demands, obligations, suits, injuries, damages, levies, executions, judgments, debts, charges, actions, or causes of action, at law or in equity, whether class, individual, or otherwise in nature, and whether known or unknown, foreseen or unforeseen, suspected or unsuspected, contingent or non-contingent, arising out of or relating to purchases of Doryx® at any time prior to the Effective Date and arising under the Xxxxxxx Act, 15 U.S.C. §§ 1 & 2, et seq., or any other federal or state statute or common law relating to antitrust or unfair competition (the “Released Claims”). The Released Claims include, but are not limited to, any and all claims relating to or arising out of the facts, occurrences, transactions, or other matters alleged or asserted in this Action, or that could have been alleged or asserted in this Action. However, this Settlement Agreement is not intended to release anyone other than the Releasees, is not on behalf of anyone other than the Releasors, and does not affect the claims of the proposed end-payor class, the claims of the Retailer Plaintiffs who filed their own complaints in this matter, or the claims of Mylan Pharmaceuticals, Inc. or its affiliates, nor is it intended to release any actual or potential claims described in Paragraph 13.
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Releases and Covenants. The releases and covenants contemplated in this section shall be considered a material term of this Settlement Agreement and the failure of any Court to approve the releases, or of the Releasors to abide by the covenants, contemplated herein shall give rise to a right of termination by the Settling Defendants pursuant to section 12.
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Releases and Covenants. (a) Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Companies, its owners, parent, subsidiaries, affiliates, related entities, officers, directors, agents, and employees, from any and all claims, demands, or causes of action based upon any past action, omission, or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee's behalf, based on any action, omission, or event relating to Employee's employment at the Companies and/or the cessation thereof through the date Employee executes this Agreement (collectively, the "General Release"). This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers' Benefit Protection Act, all state and local fair employment and or anti-discrimination laws and regulations, and any other applicable federal, state, or local law, order or regulation. This General Release also includes any claims for wrongful discharge or that the Companies have dealt with Employee unfairly or in bad faith, and actions raising tortious claims, actions raising any claim of express or implied contract of employment, or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys' fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission, or event. (b) Employee further states that he has carefully read the foregoing, has had sufficient opportunity to review and deliberate the foregoing with or without counsel of Employee's own choosing, has been advised of the opportunity to consult with an attorney, has had the advice of counsel of his choosing, knows and understands the contents of this Agreement and related General Release, and signs the same as Employee's free and independent act. No inducements, representations, or agreements have been made or relied upon to make this Agreement except as stated in this Agreement. (c) Employee understands and acknowledges that the General Release and waiver of claims contained herein is exchanged for a portion of the compensation described at Section 3, herein, which compe...
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Releases and Covenants. Each of the Parties individually and on behalf of its parent corporations, subsidiary corporations, affiliated entities, officers, directors, agents, attorneys, representatives, successors and assigns, hereby releases and covenants not to xxx the other Party, its parent corporations, subsidiary corporations, affiliated entities, officers, directors, agents, attorneys, representatives, successors and assigns, for any claims, costs, damages, demands, liabilities and expenses, known or unknown, whether at common law, in equity or under any statute, based in whole or in part upon any act or omission or other occurrence prior to the date of the execution of this Agreement, except that nothing herein shall release the Parties from their respective duties and obligations under this Agreement, which shall be enforceable if breached.
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Releases and Covenants. Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 2.1 Each Party (as a Releasing Party) forever releases and discharges the other Party (as a Released Party), its Subsidiaries and all purchasers and users of the Released Party's Licensed Products sold by the Released Party or any of its Subsidiaries before the Effective Date of this Agreement from all claims and liabilities for any infringement of the Captured Patents prior to the Effective Date of this Agreement with respect to those products. 2.2 Each Party (as a Covenantor) hereby covenants not to xxx the other Party (as a Covenantee), its Subsidiaries and all purchasers and users of the Covenantee's Current Products, for patent infringement relating to the manufacture, use and sale of the Covenantee's Current Products, which are Licensed Products, with respect to the Captured Patents for the full term of the Captured Patents. This covenant not to xxx shall also extend to any elements of a Licensed Product developed, manufactured and sold by the Covenantee as a successor to a Current Product, provided that the elements and their implementation are functionally identical with respect to the corresponding elements and their implementation used in the Current Product. 2.3 Each Party on behalf of itself and on behalf of each of its respective parent corporations and entities, divisions, subsidiaries, affiliates, predecessors, successors and assigns, hereby releases and forever discharges the other Party and each of its respective parent corporations and entities, divisions, subsidiaries, affiliates, predecessors, successors, assigns, officers, directors, attorneys, employees and agents, from any and all actions, causes of action, claims, counterclaims, cross claims, third party claims, debts, demands, liabilities, lawsuits, accounts, covenants, contracts, promises, agreements, doings, omissions, obligations, costs, attorneys' fees, expenses, damages, and claims of every name and nature, known and unknown, in law and in equity, arising, which may have existed, and/or which could have been asserted from the beginning of the world to the Effective Date, relating, arising out of or in any way pertaining to the factual and legal allegations of the Current Litigation. 2.4 The Parties also hereby waive any rights that they may have under Section 1542 of the California Civil Code (and/or any similar statute or law of any other jurisdic...
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Releases and Covenants. 4.1 In consideration of the payment to be made pursuant to the SETTLEMENT AGREEMENT, ASSIGNORS hereby release ADTI, its predecessors, its AFFILIATES, their members, managers, employees, limited partners, representatives and, its customers (direct and indirect) from all claims, which, as of the effective date of this Agreement, ASSIGNORS may have against ADTI, its predecessors, its AFFILIATES, their members, managers, employees, limited partners, representative, or its customers based upon any infringement by them of the PATENT by reason of any act of manufacture, use, or sale anywhere in the World.
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Releases and Covenants. In consideration of the releases and obligations stated herein, and for other good and valuable consideration, the receipt of which is acknowledged by each Party, the Parties promise, agree, and release as follows: 4.1. Except as to such rights or claims as may be created by this Agreement, each Party and those acting on each Party’s behalf (including stockholders, members, officers, directors, employees, agents, representatives, successors, and assigns) hereby fully release, remise and discharge each other Party (including stockholders, members, officers, directors, employees, agents, representatives, successors, and assigns) from all of the following (collectively, “Claims”): any and all claims, charges, complaints, demands, actions, causes of action, suits, affirmative defenses, rights, debts, sums of money, costs, accounts, reckonings, Settlement Agreement and Release 4 of 24 covenants, omissions, damages, liabilities, and expenses (including attorneys’ fees and costs) of every kind and nature, known or unknown, foreseeable or unforeseeable, which have arisen or existed at any time up through the Closing Date (i) which were asserted in the Lawsuit, or (ii) by reason of any matter, cause or thing whatsoever, in connection with, relating to or arising under, the Lease, the Sublease, the Premises or the landlord-tenant relationship between the Parties. 4.2. This release includes attorney’s fees and costs incurred through the Closing Date and any other attorney’s fees and costs that have been or will be incurred in connection with the Lawsuit. Notwithstanding anything in this paragraph to the contrary, the foregoing release of claims shall not release any Party from any responsibility imposed on that Party by the Lease or Sublease with respect to claims made by third parties accruing or arising prior to the Closing Date. 4.3. This instrument may be pled as a full and complete defense in and to any action brought in violation hereof. This instrument shall be deemed to be a general and complete release (except as it relates to any exclusions set forth herein), and shall apply to any and all Claims (except claims relating to any exclusions set forth herein), whether or not now known or suspected to exist. 4.4. The Parties waive, in connection with this Agreement, the benefit of the provisions of Section 1542 of the Civil Code of the State of California, which reads: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EX...
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Releases and Covenants a. Upon the occurrence of the Effective Date and in consideration of payment of the Settlement Amount specified in Paragraph 6 above, Plaintiff and all Class Members, whether or not they object to the Settlement and whether or not they make a claim upon or participate in the Settlement Fund, on behalf of themselves and their respective past, present, and future parents, members, subsidiaries, associates, affiliates, stockholders or shareholders (in their capacity as shareholders), officers, directors, management, supervisory boards, employees, insurers, general or limited partners, divisions, agents, attorneys, servants, trustees, joint ventures, heirs, executors, administrators, representatives (and the parents’ subsidiaries’ and affiliates’ past and present officers, directors, employees, agents, attorneys, servants, and representatives), and their trustees, predecessors, successors, heirs, executors, administrators, representatives, and assigns (collectively, the “Releasors”), hereby release and forever discharge Actavis and Merz and their past, present, and future parents, members, subsidiaries, divisions, associates, affiliates, joint ventures, stockholders or shareholders (in their capacity as shareholders), officers, directors, management, supervisory boards, insurers, general or limited partners, employees, agents, attorneys, servants, trustees, heirs, executors, administrators, representatives (and the parents’, subsidiaries’, and affiliates’ past, present, and future officers, directors, employees, agents, attorneys, servants, and representatives), and the predecessors, successors, heirs, executors, administrators and representatives and assigns of each of the foregoing, including but not limited to Forest Laboratories, LLC, Actavis plc, Allergan Sales, LLC, Allergan Limited, AbbVie Inc., and Xxxx Pharma GmbH & Co. KGaA (collectively, the “Releasees”) from all manner of claims, debts, obligations, demands, actions, suits, causes of action, damages whenever incurred, liabilities of any nature whatsoever, including costs, expenses, penalties and attorneys’ fees, under federal or state laws, whether known or unknown, foreseen or unforeseen, suspected or unsuspected, contingent or non-contingent, in law or equity, that (i) arise out of or relate, in whole or in part, to: (a) the acts or omissions alleged in the Second Amended Complaint (Dkt. No. 326) (and any prior complaints) in the Indirect Purchaser Class Action and/or (b) any acts or omissions re...
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Releases and Covenants 
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Related to Releases and Covenants

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Agreements and Covenants of Trustee The Trustee hereby agrees and covenants to: (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at X.X. Xxxxxx Xxxxx Bank, N.A., (or at another U.S.-chartered commercial bank with consolidated assets of $100 billion or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company; (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; (c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration; (d) Collect and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein; (e) Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so; (h) Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account; (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; (j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation, including any franchise tax obligations, owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, as applicable; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, further, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax xxxx from the State of Delaware for the Company (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; (k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (l) Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, Developer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the New York State Transmission System, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Connecting Transmission Owner for the Connecting Transmission Owner’s Attachment Facilities will be capitalized by Developer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and

  • Agreements and Covenants of the Company The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination; (e) Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (h) Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.

  • Survival of Representations and Covenants (a) Subject to the provisions of Section 5.1(b), the representations, warranties, covenants and obligations of each party to this Agreement shall survive: (i) the Closing and the sale of the Assets to the Purchaser; (ii) any sale or other disposition of any or all of the Assets by the Purchaser; and (iii) the dissolution of any party to this Agreement. (b) The representations, warranties, covenants and obligations of each party shall survive the Closing to the extent provided in this Section 5.1(b). The Specified Representations and covenants or obligations to be performed after the Closing shall survive and continue indefinitely. All other representations and warranties and related sections of the Seller Disclosure Schedule and the Purchaser Disclosure Schedule and all covenants to have been performed prior to the Closing shall survive the Closing for a period of twelve (12) months after the date of the Closing, except that the representations and warranties set forth in Sections 2.17 and 2.20 shall survive the Closing until the expiration of the statute of limitations applicable to claims against the Seller. For purposes of this Agreement, the "Specified Representations" shall mean the representations and warranties set forth in Sections 2.1, 2.3, 2.6 and 2.26 and Sections 3.1 and 3.6 and the related sections of the Seller Disclosure Schedule and the Purchaser Disclosure Schedule, as applicable. Notwithstanding anything to the contrary herein, if a Claim Notice (as defined below) relating to any representation or warranty set forth in any of said Sections is given to the a party required to provide indemnification pursuant to this Section 5 on or prior to the first anniversary of the Closing Date, then, notwithstanding anything to the contrary contained in this Section 5.1(b), such representation or warranty shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any Breach or alleged Breach of such representation or warranty has been fully and finally resolved, either by means of a written settlement agreement executed by the parties hereto, or by means of a final, non-appealable judgment issued by a court of competent jurisdiction.

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Compliance with Agreements and Covenants Purchaser shall have performed and complied in all material respects with all of its covenants, obligations and agreements contained in this Agreement to be performed and complied with by it on or prior to the Closing Date.

  • Land Covenants This Agreement is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, SUBRECIPIENT shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the CITY and the United States are beneficiaries of and entitled to enforce such covenants. SUBRECIPIENT, in undertaking its obligation to carry out the Program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate.

  • Collateral Reporting and Covenants Each Borrower hereby covenants and agrees, on behalf of itself and its Subsidiaries, as applicable below, as follows:

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