Release and Dismissal Obligations definition

Release and Dismissal Obligations means Licensor immediately (i) executing a written release agreement containing terms that are substantially similar in scope and effect as the Release Terms, and (ii) with respect to any Licensor Litigation Defendant, taking all actions and making all necessary filings to resolve all disputes with respect to such Licensor Litigation Defendant relating to or arising out of the Licensor Litigations, including without limitation executing and filing a dismissal “with prejudice” substantially similar in form and effect to the Form of Dismissal (or, with respect to any Licensor Litigation in a non-U.S. jurisdiction, a dismissal “with prejudice” in such form as is appropriate for the relevant jurisdiction).
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Release and Dismissal Obligations means Licensor immediately (i) executing a written release agreement containing terms that are substantially similar in scope and effect as the Release Terms, and (ii) with respect to any Licensor Litigation Defendant, taking all actions and making all necessary filings to resolve all disputes with respect to such Licensor Litigation Defendant relating to or arising out of the Licensor Litigations, including without limitation executing and filing a dismissal “with prejudice” substantially similar in form and effect to the Form of Dismissal (or, with respect to any Licensor Litigation in a non-U.S. jurisdiction, a dismissal “with prejudice” in such form as is appropriate for the relevant jurisdiction). “Release Terms” shall mean the terms and conditions in Exhibit D attached hereto. “RPX” shall have the meaning ascribed to it in the preamble. “RPX Licensee” shall have the meaning ascribed to it in Section 1.2(a). “RPX Member” shall mean (i) each Entity identified in Exhibit A, each such Entity’s Affiliates, and any business unit or division that such Entity may divest while such Entity’s RPX membership agreement is in effect, and (ii) each Entity (except any Licensor Litigation Defendant) that signs an RPX membership agreement after the Effective Date, each such Entity’s Affiliates, and any business unit or division that such Entity may divest while such Entity’s RPX membership agreement is in effect. “Section 1542” shall have the meaning ascribed to it in Section 4.3(b). “Underlying Claim” shall have the meaning ascribed to it in Section 4.2(b). CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
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Examples of Release and Dismissal Obligations in a sentence

  • Upon RPX providing Licensor with written notice that RPX has granted a sublicense to any Option Company pursuant to Section 1.2(a)(iii) and paying Licensor the applicable Expanded License Fee Payment for such Option Company, Licensor shall immediately complete the Release and Dismissal Obligations with respect to such Option Company (including any respective Affiliates) in the event such Option Company or any of its Affiliates is a Licensor Litigation Defendant.

  • Upon RPX providing Licensor with written notice that RPX has granted a sublicense to any Option Company pursuant to Section 1.2(a)(ii) and paying Licensor the applicable Expanded License Fee Payment for such Option Company, Licensor shall immediately complete the Release and Dismissal Obligations with respect to such Option Company (including any respective Affiliates) in the event such Option Company or any of its Affiliates is a Licensor Litigation Defendant.

Related to Release and Dismissal Obligations

  • Release of Claims means the Release of Claims in substantially the same form attached hereto as Exhibit B (as the same may be revised from time to time by the Company upon the advice of counsel).

  • Release Agreement means an agreement, substantially in a form approved by the Company, pursuant to which Executive releases all current or future claims, known or unknown, arising on or before the date of the release against the Company, its subsidiaries and its officers.

  • Direct discharge means the discharge of a pollutant.

  • Indirect discharge means the introduction of pollutants into a POTW from any non-domestic source regulated under section 307(b), (c) or (d) of the Act.

  • Illicit discharge means any discharge to a municipal separate storm sewer that is not composed entirely of stormwater except discharges pursuant to a NPDES permit (other than the NPDES permit for discharges from the municipal separate storm sewer) and discharges resulting from emergency fire fighting activities.

  • Waiver and Release means the Waiver and Release attached hereto as Exhibit A.

  • Indirect discharger means a non-domestic discharger introducing pollutants into a publicly owned treatment and disposal system.

  • Conditional release means a revocable modification of a

  • New discharger means any building, structure, facility, or installation: (A) From which there is or may be a new or additional discharge of pollutants at a site at which on October 18, 1972, it had never discharged pollutants; (B) Which has never received a finally effective NPDES permit for discharges at that site; and (C) Which is not a “new source”. This definition includes an indirect discharger, which commences discharging into waters of the United States. It also includes any existing mobile point source, such as an offshore oil drilling rig, seafood processing vessel, or aggregate plant that begins discharging at a location for which it does not have an existing permit.

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

  • General Release has the meaning stated in Section 6.03.

  • Proof of Claim and Release means the Proof of Claim and Release form for submitting a Claim, which, subject to approval of the Court, shall be substantially in the form attached hereto as Exhibit A-2, that a Class Member must complete and submit should that Class Member seek to share in a distribution of the Net Settlement Fund.

  • Released Matters MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT THE XXXXXX PARTIES NOW HAVE, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, AS A HOLDER OF PREFERRED STOCK OF XEROX OR CONDUENT, ARISING BY VIRTUE OF OR IN ANY MATTER RELATED TO ANY ACTIONS OR INACTIONS WITH RESPECT TO THE SPIN-OFF; PROVIDED THAT RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT OF XXXXXX CONTAINED IN THIS AGREEMENT, THE SETTLEMENT AGREEMENT OR IN THE TERMS OF THE XEROX CERTIFICATE OF AMENDMENT OR THE CONDUENT CERTIFICATE OF AMENDMENT. IT IS THE INTENTION OF XXXXXX IN EXECUTING THIS RELEASE, AND IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 6.06 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY THE XXXXXX PARTIES AND THE RELEASED PARTIES OF ALL RELEASED MATTERS. XXXXXX HEREBY REPRESENTS TO XEROX AND CONDUENT THAT NONE OF THE XXXXXX PARTIES HAVE VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER TO ANY PERSON ANY RELEASED MATTERS AND THAT NO PERSON OTHER THAN XXXXXX HAS ANY INTEREST IN ANY RELEASED MATTER BY LAW OR CONTRACT BY VIRTUE OF ANY ACTION OR INACTION BY XXXXXX. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION 6.06 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 6.06 WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.

  • Released PAGA Claims means the claims being released as described in Paragraph 6.2 below.

  • Original Obligations means the “Obligations” as defined in the Original Credit Agreement.

  • Escrow Release Conditions has the meaning set forth in the Escrow Agreement.

  • Land disturbance or "land-disturbing activity" means a man-made change to the land surface that potentially changes its runoff characteristics including clearing, grading, or excavation except that the term shall not include those exemptions specified in Section 1-3 (b) of this Ordinance.

  • Company Obligations means all Obligations of the Company.

  • Collateral Release Date shall have the meaning provided in Section 10.15(d).

  • Release Deadline means the deadline prescribed by Employer for the execution of the general release described in this paragraph (d)(2) of Section 7, which deadline shall in no event be later than 60 days following the date Executive’s employment terminates;

  • Release Instruments is defined in Section 11.12(f).

  • Constructive Discharge means the occurrence of any of the following:

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • Pre-Release shall have the meaning set forth in Section 2.09.

  • Earned release means earned release from confinement as

  • Released Plaintiff Claims means any and all claims, demands, rights, actions, potential actions, causes of action, liabilities, damages, losses, obligations, judgments, duties, suits, agreements, costs, expenses, debts, interest, penalties, sanctions, fees, attorneys’ fees, judgments, decrees, matters, issues, and controversies of any kind, nature or description whatsoever, whether based on federal, state, local, statutory or common law or any other law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or un- liquidated, at law or in equity, matured or un-matured, disclosed or un-disclosed, apparent or un- apparent, including claims and Unknown Claims (as defined below), which were or could have been alleged or asserted in the Derivative Actions against any Released Defendant Party by Plaintiffs or any other J&J shareholder derivatively on behalf of J&J, directly or indirectly relating to or arising out of any of the allegations, facts, events, transactions, acts, occurrences, conduct, practices, or any other matters, or any series thereof, alleged or asserted in the Derivative Actions, or which were investigated by the Special Committee. Released Plaintiff Claims do not include any claims relating to the enforcement of this Settlement. Released Plaintiff Claims also do not include the specific claims made by the plaintiff in The George Leon Family Trust v. Coleman, et al., Case No. 3:11-cv-05084-JAP-DEA.