Payment Release Clause Samples

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Payment Release. Buyer shall only be released from its obligation upon delivery of the Exchange Ratio Consideration.
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Payment Release. The Party A will remit all its borrowings to the following Party B's accounts: Account name: Openging bank: Account Number:
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Payment Release. Funds shall not be released until ICEDC complies with all financial and performance measurements, requirements, and reporting; terms of contract or memorandum of understanding; and all deadlines. THIS EXECUTED AGREEMENT MUST BE RETURNED TO THE TOWN PRIOR TO ANY TOWN FUNDS BEING RELEASED.
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Payment Release. (a) Notwithstanding anything in Section 2 to the contrary, and subject to Section 5 below, prior to the date the first payment is made under Section 2, Executive may elect to receive a portion of the aggregate amount to which Executive is eligible to receive under Section 2(b) equal to (a) the product of the compensation limit under Section 401(a)(17), and (b) two (2), in a lump sum payment on the next payroll period following the Termination Date. For the avoidance of doubt, any payment made pursuant to this Section 3 shall be considered a right to receive a series of separate payments (the “First Separation Benefit Plan”), and Executive shall continue to be eligible to receive any amounts pursuant to Section 2(b) in accordance with the terms of Section 2(b), less any amounts paid under the First Separation Benefit Plan. (b) Executive’s right to the payments and benefits described in Section 2 and Section 3 is conditioned upon Executive’s executing and not revoking a valid separation and general release agreement in a form provided by the Company (the “Release”), and provided such release becomes effective and irrevocable within sixty (60) days following termination or such shorter time period set forth therein, releasing the Company, its subsidiaries, other affiliates and shareholders from any and all liability. Any payments or benefits due for the period after termination and before the Release becomes effective shall be paid with the first payment after the Release becomes effective. Notwithstanding any other provision herein, if the period during which Executive has discretion to execute or revoke the Release straddles two (2) calendar years, the Company shall make payments conditioned on the Release no earlier than January 1st of the second (2nd) calendar year, regardless of the year in which the Release becomes effective.
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Payment Release. In exchange for the promises and releases set forth herein, Seller agrees to pay $100,000 (the "Settlement Amount") to the Company in respect of the Urban Decay Claim and agrees to set off (on a dollar for dollar basis) the balance of the Urban Decay Claim, the aggregate amount of the OSHA Claim and the aggregate amount of the Trademark Registration Claim (subject to upward adjustment, up to an aggregate of $66,000, for additional documented expenses incurred by the Company and Parent in connection with such Claim) against the $500,000 deductible amount described in Section 8.2(a) of the Purchase Agreement. Upon execution of this Settlement Agreement and the payment of the Settlement Amount, the Company and Parent for themselves and, on behalf of the other Buyer Parties, release and forever discharge Seller, and Seller for itself and, on behalf of the other Seller Parties, releases and forever discharges the Buyer Parties, from any and all past, present or future claims, obligations, actions, or causes of action, however denominated, for any Losses directly or indirectly resulting from, arising out of or in connection with any of the Claims, whether known or unknown. In addition, the Company and Parent, on behalf of the Buyer Parties, and Seller, on behalf of Seller Parties, expressly waive any and all rights under Section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. This Settlement Agreement only pertains to the Claims. All other rights under the Purchase Agreement are preserved. Payment of the Settlement Amount shall be made via wire transfer of immediately available federal funds to the following account: Physicians Formula, Inc. Union Bank of California ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Los Angeles, CA 90071, U.S.A. Account No. ▇▇▇▇▇▇▇▇▇▇ Routing No. ▇▇▇▇▇▇▇▇▇ Swift Code: ▇▇▇▇▇▇▇▇▇▇▇
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Payment Release. Party A shall remit all of the loan principal amount to Party B's designated bank account.
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Payment Release. Funds shall not be released until Recipient complies with all financial and performance measurements, requirements, and reporting; terms of contract or memorandum of understanding; and all deadlines. THIS EXECUTED AGREEMENT MUST BE RETURNED TO THE TOWN PRIOR TO ANY TOWN FUNDS BEING RELEASED.
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Related to Payment Release

  • Release of Claims Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company. Executive, on behalf of Executive, and Executive’s respective heirs, family members, executors and assigns, hereby fully and forever releases the Company and its past, present and future officers, agents, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns, from, and agrees not to ▇▇▇ or otherwise institute or cause to be instituted any legal or administrative proceedings concerning any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation, (a) any and all claims relating to or arising from Executive’s employment relationship with the Company and the termination of that relationship; (b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; (c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; (d) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, and Labor Code section 201, et seq. and section 970, et seq. and all amendments to each such Act as well as the regulations issued under each such Act; (e) any and all claims for violation of the federal, or any state, constitution; (f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and (g) any and all claims for attorneys’ fees and costs. Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any severance obligations due Executive under the Management Retention Agreement. Nothing in this Agreement waives Executive’s rights to indemnification or any payments under any fiduciary insurance policy, if any, provided by any act or agreement of the Company, state or federal law or policy of insurance.

  • Release Agreement Notwithstanding any provision of the Agreement to the contrary, in order to receive the vesting acceleration provided under Section 6(a)(4)(A) or the severance benefits provided under Section 6(b)(1), (2), or (3), the Executive must first execute an appropriate release agreement (on a form provided by the Company) whereby the Executive agrees to release and waive, in return for such vesting acceleration or severance benefits, any claims that Executive may have against the Company or any of its Affiliates including, without limitation, for unlawful discrimination (e.g., Title VII of the Civil Rights Act); provided, however, such release agreement shall not release any claim or cause of action by or on behalf of the Executive for (a) any payment or benefit that may be due or payable under this Agreement or any vested benefits under any employee benefit plan or program or (b) non-payment of salary or benefits to which Executive is entitled from the Company as of the Termination Date. The release agreement must be provided to Executive within five (5) days following the Termination Date, and signed by Executive and returned to the Company, and any applicable revocation period must have expired, no later than sixty (60) days following the Termination Date; provided, however, the second release agreement required for an Anticipatory Termination Payment under Section 6(b)(1)(B) must be provided to Executive within five (5) days following the Change in Control Date, and signed by Executive and returned to the Company, and any applicable revocation period must have expired, no later than sixty (60) days following the Change in Control Date. Any payments to which Executive becomes entitled pursuant to Section 6(b)(1), shall be paid within ten (10) days after the executed release agreement (or executed second release agreement with respect to an Anticipatory Termination Payment) has been timely returned to the Company for counter-signature and become effective and non-revocable by Executive under the terms of the release agreement. Notwithstanding anything in this Agreement to the contrary, to the extent that any severance payments or benefits provided under Section 6(a)(4)(A) or Section 6(b) are deferred compensation under Code Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the release agreement spans two calendar years, the severance payments or benefits will not be made or begin until the later calendar year.