Releases by the Parties Sample Clauses

Releases by the Parties. Upon the Execution Date, the Parties hereby, on behalf of itself and all of their Affiliates, completely release, acquit, and forever discharge each other from any and all Released Claims. The Parties expressly agree and acknowledge that this release constitutes a full and final release in relation to the Released Claims.
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Releases by the Parties. Upon the receipt of that portion of the Merger Consideration payable to such MOAC Party on the Effective Date pursuant to the Merger Agreement and the execution and delivery of this Release by such MOAC Party, the releases of such MOAC Party set forth herein shall become effective.
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Releases by the Parties. Except for the rights and obligations created by and set forth in this Agreement, none of which rights and obligations are impaired or abrogated by the releases set forth herein, each of the Parties, and those claiming under them, do hereby, as of and upon the Effective Date, release and forever discharge the other Parties as follows:
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Releases by the Parties. As additional consideration for each party entering into this Agreement and subject to the Closing of this Agreement, each such party hereby provides the following release and discharge;
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Releases by the Parties. Effective upon the mutual execution hereof, each party hereto, for itself and on behalf of its officers, directors, employees, affiliates, representatives, agents, trustees, beneficiaries, predecessors in interest, successors in interest and assigns (collectively, the "Releasing Parties"), hereby releases and forever discharges the other party, and such party's officers, directors, employees, affiliates, representatives, agents, trustees, beneficiaries, predecessors in interest, successors in interest and assigns (collectively, the "Released Parties"), of and from any and all claims, demands, actions and causes of action, whether known or unknown, fixed or contingent, arising prior to the date hereof, that the Releasing Parties may have had, may now have or may hereafter acquire with respect to any matters whatsoever under, relating to or arising from any prior Purchase Agreement, Registration Agreement, and the agreements entered into in connection therewith (sometimes collectively referred to as the "Prior Agreements").
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Releases by the Parties. Effective as of the first date on which the Settlement Order is not stayed and becomes nonappealable, (a) each of the Standard General Parties, on behalf of itself and its successors and assigns, releases, waives, and forever discharges each of the LCP Released Parties and Prepetition Agent Released Parties from any and all Causes of Action arising out of, under, in connection with, or otherwise related to the Prepetition Loan Documents, the Debtors, and the Chapter 11 Cases, including the SGP Causes of Action and the Adversary Proceeding, (b) the Prepetition Agent and each of the Lender Committee Parties, on behalf of itself and its successors and assigns, release, waive, and forever discharge each of the SGP Released Parties from any and all Causes of Action arising out of, under, in connection with, or otherwise related to the Prepetition Loan Documents, the Debtors, and the Chapter 11 Cases, and (c) the Debtors and their estates, on behalf of themselves and their respective successors and assigns, release, waive, and forever discharge each of the SGP Released Parties, Prepetition Agent Released Parties and LCP Released Parties from any and all Causes of Action relating to the Debtors, the Prepetition Loan Documents and the Chapter 11 Cases; provided, however, that each of the Parties shall retain its rights to enforce this Agreement. Notwithstanding anything herein to the contrary, nothing herein shall release, either directly or indirectly, or require Standard General to support a plan that releases, either directly or indirectly, any claim, counterclaim or defense against any Pending Litigation Participant that Standard General has asserted or may assert in the Pending Litigation.
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Releases by the Parties 
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Related to Releases by the Parties

  • Deliveries by the Sellers At the Closing, the Sellers will deliver the following to the Buyer:

  • Deliveries by the Seller At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer the following:

  • Deliveries by the Purchaser At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Company the following:

  • Indemnities by the Seller Parties (a) Without limiting any other rights that the Collateral Agent, any Managing Agent or any Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify the Collateral Agent, the Managing Agents and each Purchaser and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Collateral Agent, the Managing Agents or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of any breach by the Servicer (whether in its capacity as Servicer or in its capacity as Originator) of a representation, warranty, covenant or obligation made by the Servicer hereunder or under any other Transaction Document excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

  • Assignments by the Lenders (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.

  • REPURCHASES BY THE COMPANY Without limiting the generality of Section 2.15, the Company may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders.

  • Indemnities by the Seller Without limiting any other rights that the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider, any other Program Support Provider, the Program Administrator or any of their respective Affiliates, agents, employees, officers, and directors (each, an “Indemnified Party”) may have hereunder or under applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party harmless from and against any and all claims, damages, expenses, costs, losses and liabilities, including Attorney Costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement, the use of proceeds of Purchases or Reinvestments, or any interest therein, or the purchase of the Purchased Interest or in respect of any Pool Receivable, Related Security or Contract, or in respect of any other Transaction Document except (a) to the extent resulting from fraud, gross negligence or willful misconduct on the part of such Indemnified Party; (b) for which indemnification would constitute recourse (except as otherwise specifically provided in this Agreement to be paid by the Seller hereunder) for uncollectible Receivables; and (c) in respect of Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days after written demand (which demand shall be accompanied by documentation of the Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

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