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Releases and Indemnification Sample Clauses

Releases and Indemnification. As further consideration for the transactions contemplated hereby, the parties agree as follows: (a) At the Stage I Closing, without further action by the parties, CS Wireless shall release and forever discharge Heartland, its subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all actions claims, liabilities, damages, demands, responsibility and accountability of every nature whatsoever ("Claims"), whether known or unknown, which CS Wireless ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against Heartland arising out of that certain Administrative Services Agreement dated as of February 23, 1996 (the "Services Agreement") by and between Heartland and CS Wireless, including, without limitation, CS WIRELESS SYSTEMS, INC. V. HEARTLAND WIRELESS COMMUNICATIONS, INC.; CAUSE NO. 98-CI-15104; 000{XX} XXXXXXXX XXXXX, XXXXX XXXXXX, XXXXX, from the beginning of the world to the Stage I Closing Date, or which CS Wireless may from and after the Stage I Closing Date have against Heartland by reason of any matter, act, omission, cause or event arising solely out of the Services Agreement, which has occurred or which has been done or suffered to be done before the Stage I Closing Date. CS Wireless hereby agrees to withdraw, with prejudice, CS WIRELESS SYSTEMS, INC. V. HEARTLAND WIRELESS COMMUNICATIONS, INC.; CAUSE NO. 98-CI-15104; 000{XX} XXXXXXXX XXXXX, XXXXX XXXXXX, TEXAS on or before the Stage I Closing. (b) At the Stage I Closing, without further action by the parties, Heartland shall release and forever discharge CS Wireless, its subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all Claims, whether known or unknown, which Heartland ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against CS Wireless arising out of the Services Agreement and any Claim capable of being asserted in connection therewith from the beginning of the world to the Stage I Closing Date, or which Heartland may hereafter have against CS Wireless by reason of any matter, act, omission, cause or event arising solely out of the Services Agreement, which has occurred or which has been done or suffered to be done before the Stage I Closing Date. (c) At the Stage I Closing, without further action by the parties, each of the parties hereto shall release and forever discharges the ot...
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Releases and Indemnification. Lessee hereby releases, forever discharges, indemnifies, and saves Mentor harmless from and against any and all liabilities, damages, injuries, actions, causes of action, claims, demands, costs (including, but not limited to, court costs and attorney’s fees) and expenses directly or indirectly arising from or related to occupation of the premises.
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Releases and Indemnification. It is acknowledged by the parties hereto that Sellers, prior to the date hereof, have either personally guaranteed or joined with the Company as a co-obligor under the leases, debt instruments, and other obligations hereinafter set forth. In connection with each such referenced lease, debt instrument, or other obligation, Buyer agrees as follows:
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Releases and Indemnification. (a) By Each Party. For value received, each Party for himself and for each and all of his past, present, and future predecessors, successors, assigns, affiliates, licensees, transferees, principals, servants, agents, partners, associates, officers, directors, employees, representatives, shareholders, attorneys, insurers, legal representatives, descendants, dependents, heirs, executors, administrators, and all other persons (collectively, the "Successors in Interest") hereby and forever releases and discharges and agrees to indemnify and hold harmless each other Party and each and all of each other Party's Successors in Interest, from any and all claims, demands, liens, causes of action, suits, obligations, controversies, debts, costs, expenses, damages, judgments, and orders of whatever kind or nature, in law, equity, or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which have existed, do presently exist, or may exist, relating to the Partnership or its activities, assets, liabilities, or partners, other than the obligations to the Retiring Partner set forth in this Agreement.
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Releases and Indemnification. 50 H. DISCHARGE, TERMINATION, INJUNCTION AND SUBORDINATION RIGHTS....................................................
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Releases and Indemnification. The release and indemnification provisions contained in the Modified Plan are approved in all respects. As further provided in Section III.H below, the commencement or prosecution by any entity, whether directly, derivatively or otherwise, of any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities released pursuant to Section 5.12 of the Modified Plan are permanently enjoined.
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Releases and Indemnification. (a) In further consideration of the obligations of Xxxxx set forth in this Agreement, Foilmark, on behalf of its predecessors, successors, assigns, subsidiaries, officers, directors, shareholders, employees, agents and representatives (hereinafter the "RELEASORS"), hereby releases and forever discharges Xxxxx, his representatives, agents, heirs, successors, assigns, and estate, (hereinafter the "RELEASEES") and agrees to indemnify him and them and hold him and them harmless from any and all actions or causes of action, suits, claims, complaints, contracts, liabilities, agreements, promises, debts and damages, whether existing or contingent, known or unknown, which the RELEASORS or any other person or entity has, had, or ever had against any of the RELEASEES or any of them, including without limitation any action taken or not taken by Xxxxx as a director, officer, stockholder or employee of Foilmark, Franklin, or Kensol Olsenmark, Inc. from the beginning of this world to the present, and any obligation arising out of the closing documentation relating to the sale of Xxxxxxxx, Xxxxxxxx Pacific Machine and Manufacturing Company, Inc., and various machinery to Foilmark or its predecessor on or about February 21, 1992. (b) In consideration of the promises and agreements of Foilmark herein contained, Xxxxx, on behalf of himself, his heirs, administrators and assigns, hereby releases and forever discharges Foilmark, its officers, directors, subsidiaries, successors and assigns from any and all actions, causes of action, suits, claims, complaints, contracts, liabilities, agreements, promises, debts, damages, whether existing or contingent, known or unknown, which Xxxxx has had or ever had against Foilmark or any of the foregoing persons arising out of or relating to his Employment Agreement. Nothing in this paragraph 10 shall be deemed to release Foilmark from its obligations under this Non-Competition Agreement.
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Releases and Indemnification. A. ESI hereby relieves and releases LSB, its officers, directors, employees, agents, and affiliates from any and all liability or damages, cost or expense incurred by ESI, however caused, arising out of any of the (i) services provided by LSB or any other entity or person for and on behalf of ESI under this Agreement, other than for willful misconduct by LSB, or (ii) recommendations made by LSB in connection with this Agreement; or (iii) the failure or delay by LSB or any other person or entity to perform any of the services or any of the LSB’s obligations hereunder. B. ESI further agrees to indemnify and hold LSB, its officers, directors, employees, agents and affiliates harmless from and against any and all losses, claims obligations, liabilities, penalties, causes of action, damages, costs and expenses (including without limitation, costs of defense, settlement and reasonable attorney’s fees and expenses) which any or all of them may hereafter be alleged to be liable for, suffer, incur, be responsible for or pay out, arising out of or resulting from any such services performed or to be performed hereunder or relating to this Agreement.
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Releases and Indemnification. Media Artist releases City from any and all claims and causes of action whatsoever (including, without limitation, any infringement or violation of personal and/or property rights of any sort including, to the maximum extent permitted by law, defamation) arising from the use, production, promotion, distribution and exploitation, and presentation of the film. Media Artist agrees to defend, indemnify and hold the City harmless (including its directors, officers, and employees) from and against any and all claims, liabilities, losses, suits, damage costs and expenses (including but not limited to reasonable attorneys’ fees and costs), and damages suffered, incurred, arising out of, or related to any claims that any part(s) or all of the film infringe upon any copyright or trademark (statutory or common law); constitute an invasion of the right of privacy or publicity; constitute a defamation; or constitute an infringement of any other right or any kind, of any third party.
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