Conditional Release Clause Samples

Conditional Release. Notwithstanding Clauses 5 and 7, Amarin shall: (a) be irrevocably and unconditionally released from any further liability in respect of the Outstanding Amounts, and (b) be deemed to have exercised the Option as defined in the Zelapar Amendment (“Zelapar Option”) – if and only if: 8.1. Elan receives prior to 31 December 2003 of a cumulative total of US$30,000,000 (thirty million dollars) from Amarin in immediately available funds, whether in one or a number of instalments and whether pursuant to Clause 7 or otherwise expressed to be in discharge of the Outstanding Amounts; 8.2. Amarin discharges in full of all amounts owed to Elan Corp and/or any of its Affiliates, other than any Outstanding Amounts; 8.3. Amarin is not in breach of any Elan Agreement;

Conditional Release. Subject to strict adherence to the terms and conditions contained in this Amendment, if an Event of Default has not occurred on or before December 31, 2000, BDEX agrees to execute and deliver to ARO a release of the obligation evidenced by the Replacement Note. All liens created pursuant to the Loan Documents and this Agreement shall remain in effect after release of the Replacement Note to secure the performance by ARO of its obligations under the Note Purchase Agreement. Provided that no Event of Default has occurred, BDEX shall, on December 31, 2001, release the liens created pursuant to the Loan Documents and this Agreement. Time is of the essence with respect to the satisfaction of the obligations and requirements set forth in this Amendment. Any right to a release created by this Amendment terminates immediately upon the occurrence of an Event of Default. No credit against or discount on the Replacement Note shall be earned by partial performance of the requirements.

Conditional Release. Any release, discharge or settlement between the Bank and the Customer shall be conditional upon no security, disposition or payment to the Bank by the Customer or any other person being avoided, set aside, reduced or required to be repaid pursuant to any provisions or enactments relating to bankruptcy, liquidation, winding-up, insolvency or circumstance analogous to the foregoing events (whether or not having the force of law) and, in any such event, the Bank shall be entitled to recover the value or amount of any such security or payment from the Customer by enforcing this Agreement as if such release, discharge of settlement had not occurred and any such payment had not been made.

Conditional Release. In the event of termination under subsections 11.7.1, 11.7.2, or 11.7.3, Licensee will be released from any future obligations under this Agreement, if terminated, or under any Approved Design if terminated, provided however, that Licensee shall remain obligated for all obligations that arose prior to such termination.

Conditional Release. Provided that the VCV Defendants adhere to the Payment Plan and make the required Payments to KMJS in accordance with the terms and conditions as provided in Section 2 above, then KMJS, for itself, its respective subsidiaries and affiliates, and its respective agents, attorneys, shareholders, officers, directors, members, managers, employees, successors and assigns, including ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇, shall be deemed to have released the VCV Defendants and, as applicable, the VCV Defendants’ respective subsidiaries and affiliates, and their respective agents, attorneys, shareholders, officers, directors, members, managers, employees, successors and assigns from any liability for any claims related to the Partnership Agreement and the Litigation. Likewise, the VCV Defendants, for themselves and, as applicable, their respective subsidiaries and affiliates, and their respective agents, attorneys, shareholders, officers, directors, members, managers, employees, successors and assigns shall be deemed to have released any claims they may have against KMJS and, as applicable, KMJS’s respective subsidiaries and affiliates, and its respective agents, attorneys, shareholders, officers, directors, members, managers, employees, successors and assigns including ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇, from any liability for any claims related to the Partnership Agreement and the Litigation. The failure of the VCV Defendants to make the required Payments to KMJS as provided in Section 2 above renders this Conditional Release null and void, and KMJS may assert its claim to the Settlement Amount and all other applicable remedies as provided in this Settlement Agreement.

Conditional Release. Bank hereby agrees to release ProShot from all obligations of ProShot to the Bank secured by the Collateral or otherwise arising under the Loan Documents, except for an amount equal to $1,408,447.16 (the "Letter of Credit Amount"), immediately following the foreclosure of the security interest of the Bank in the Collateral, and Bank hereby agrees to release ProShot from its obligations secured by the Collateral and/or arising under the Loan Documents with respect to the Letter of Credit Amount upon receipt by Bank of the proceeds of one or more draws under the letters of credit delivered to the Bank to support the obligations of ProShot to the Bank, in each case only if the following conditions precedent are met: (a) ProShot at no time interferes directly or indirectly with any action taken by Bank to enforce its security interest in the Collateral or causes directly or indirectly a delay in the consummation of such foreclosure, and (b) no voluntary or involuntary petition in bankruptcy is filed by or against ProShot at any time before the consummation of such foreclosure.

Conditional Release. Any release, discharge or settlement between the Guarantor and the Agent or the Finance Parties in relation to this Guarantee shall be conditional upon no right, security, disposition or payment to the Agent or any of the Finance Parties or by the Borrower or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to breach of duty by any person, bankruptcy, liquidation, administration, protection from creditors generally or insolvency or for any reason. If any such right, security, disposition or payment is void or at any time so set aside or ordered to be refunded the Agent shall be entitled subsequently to enforce this Guarantee against the Guarantor notwithstanding any return of this Guarantee to the Guarantor and as if such release, discharge or settlement had not occurred and any such security, disposition or payment had not been made.

Conditional Release. Subject to strict adherence to the terms and conditions contained in this Amendment, if the Subject Transactions, Occurrences and Events do not constitute or give rise to or result in the occurrence of an Event of Default, BDEX agrees to execute and deliver to ARO a release of the obligation evidenced by the Amended Replacement Note on the Release Determination Date. All liens created pursuant to the Loan Documents and this Agreement shall remain in effect after release of the Amended Replacement Note to secure the performance by ARO of its obligations under the Note Purchase Agreement. Provided that no Event of Default has occurred, BDEX shall, on the Release Determination Date, release the liens created pursuant to the Loan Documents and this Amendment. Time is of the essence with respect to the satisfaction of the obligations and requirements set forth in this Amendment. Any right to a release created by this Amendment terminates immediately upon the occurrence of an Event of Default. No credit against or discount on the Amended Replacement Note shall be earned by partial performance of the requirements.

Conditional Release. Any release, settlement, discharge, re-assignment or arrangement (in this Paragraph 3 a "RELEASE") given or made by the Security Trustee on the faith of any assurance, security or payment shall be conditional on that assurance, security or payment not being avoided, reduced or ordered to be repaid under any enactment relating to liquidation, bankruptcy or insolvency. If such avoidance or reduction occurs or such order is made, the release given by the Security Trustee shall not prejudice the right of the Security Trustee to enforce the security granted pursuant to this Agreement in respect of the Secured Liabilities and as between the Chargor and the Security Trustee this security shall (notwithstanding the release) be deemed to have remained at all times held by the Lenders as security for the Secured Liabilities.