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; 225tx Xxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx, xxom 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; 225th District Court, Bexar County, 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 other ...
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.
Releases and Indemnification. Release of Pre-Distribution Claims 13 Section 5.2 Indemnification by MPI 14 Section 5.3 Indemnification by Myriad 14 Section 5.4 Reduction for Insurance Proceeds and Other Recoveries 14 Section 5.5 Procedures For Indemnification of Third Party Claims 15 Section 5.6 Additional Matters 15 Section 5.7 Survival of Indemnities 16
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:
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.
Releases and Indemnification. 50 H. DISCHARGE, TERMINATION, INJUNCTION AND SUBORDINATION RIGHTS....................................................
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.
Releases and Indemnification. Subject to Section 3 below, LFC, on behalf of itself and its current and former officers, directors, employees, agents, stockholders (other than BWSC), attorneys, subsidiaries, predecessors, successors and assigns, or anyone claiming by, through, or under them, hereby releases, relinquishes and forever discharges BWSC, its current and former parents, subsidiaries (including, without limitation, WFASC), affiliated companies (with the exception of LFC), and their respective predecessors, successors, assigns, and all their respective current and former officers, directors, employees, agents, stockholders, attorneys, heirs and representatives, from and against any and all Indemnifiable Losses arising out of or in any way connected with, directly or indirectly, any acts, omissions to act, or any other form of obligation or omission by BWSC, or any of its aforementioned privies, related to any claim, liability, or obligation arising out of or related to the operations of WFASC or any claim, liability, or obligation which has been or could be raised under the Contribution Agreement, including, without limitation, all cargo claims, cargo liabilities and cargo obligations (including, without limitation, any claims previously made under notice letters from LFC to BWSC dated April 17, 1998, May 21, 1998, September 17, 1998 and November 20, 1998), which LFC or any of its aforementioned privies, and their respective successors and assigns ever had, now have, or hereafter may have, whether grounded in tort or contract or otherwise, in any and all courts or other forums, of whatever kind or nature, whether known or unknown (collectively, "Released Claims"). LFC agrees to defend and indemnify BWSC, and all of its aforementioned privies, for any of the Released Claims made by any third party and BWSC agrees to provide LFC with prompt written notice of any such third party claim. Furthermore, for any third party claim that LFC accepts the obligation to defend and indemnify BWSC and all of its aforementioned privies under this section, LFC has the right to control the defense or settlement of such third party claim; provided, however, LFC will not agree to settle any third party claim in a manner which would result in any additional cost, expense, liability or loss to BWSC or the aforementioned privies. Notwithstanding anything to the contrary herein, the foregoing release shall not extend to or be construed to release the Parties' obligations under this Settlement Agreement...
Releases and Indemnification. Buyer shall and does hereby indemnify and hold Seller (and its agents and officers) harmless from any and all claims, actions, demands, losses, costs, and damages (including, without limitation, settlement costs and legal or other expenses for investigating or defending any such actions and including the loss of personal collateral pledged to secure any debt or obligation hereby indemnified) reasonably incurred by any of them in connection with, or as a result of, any debt or other obligation of the Seller (or a guaranty relating to such) which was incurred in the ordinary course of business of the Seller involving transactions from and after the Closing Date, provided that such obligations constitute obligations of and are enforceable against the Seller (or any of its agents or officers).
Releases and Indemnification. To the fullest extent permitted by applicable law, the Plan Documents, as applicable, shall provide for comprehensive indemnification and mutual release provisions from and for the benefit of the Companies, the Participating Noteholders, the Backstop Parties and the Indenture Trustee, and all individuals serving, or who have served, as a manager, director, managing member, officer, partner, shareholder, or employee of any of the foregoing, and the attorneys and other advisors to each of the foregoing.
