Release and Acknowledgment Clause Samples

The Release and Acknowledgment clause serves to formally discharge one or more parties from certain legal claims, obligations, or liabilities, and confirms that the releasing party understands and accepts this arrangement. In practice, this clause typically requires the releasing party to state that they have reviewed the relevant facts or agreements and voluntarily give up any rights to pursue further claims related to the subject matter. Its core function is to provide legal certainty and finality by preventing future disputes or litigation over the matters covered by the release.
Release and Acknowledgment. Prior to the execution of this Agreement, each of Bank of America, N.A. and Contrarian Financial Service Company, LLC shall have released its security interest in the tooling and equipment listed on Schedule 1(b), and each shall have acknowledged the Assignment Agreement (as defined in Section 16), substantially in the form attached as Schedule 1(d).
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Release and Acknowledgment. 1. Upon the occurrence of the Court’s approval of the Settlement, as detailed in the accompanying Notice, I (we) agree and acknowledge that my (our) signature(s) below shall effect and constitute a full and complete release and discharge by me (us) and my (our) successors, assigns, executors, administrators, representatives, attorneys, and agents, in their capacities as such (or, if I am (we are) submitting this Proof of Claim and Release Form on behalf of a corporation, a partnership, estate, or one or more other persons, by it, him, her, or them, and by its, his, her, or their successors, assigns, executors, administrators, representatives, attorneys, and agents, in their capacities as such) of each of the “U. S. Steel Defendant Releasees” of all “Plaintiffs’ Released Claims,” as those terms are defined in the Stipulation. 2. Upon the occurrence of the Court’s approval of the Settlement, as detailed in the accompanying Notice, I (we) agree and acknowledge that my (our) signature(s) below shall effect and constitute an agreement by me (us) and my (our) successors, assigns, executors, administrators, representatives, attorneys, and agents, in their capacities as such (or, if I am (we are) submitting this Proof of Claim and Release Form on behalf of a corporation, a partnership, estate, or one or more other persons, by it, him, her, or them, and by its, his, her, or their successors, assigns, executors, administrators, representatives, attorneys, and agents, in their capacities as such) not to commence, institute, prosecute, or continue to prosecute any action or other proceeding in any court of law or equity, arbitration tribunal, or administrative forum asserting any and all Plaintiffs’ Released Claims (including Unknown Claims) against any of the U. S. Steel Defendant Releasees. 3. I (We) acknowledge that the inclusion of “Unknown Claims” in the definition of “Plaintiffs’ Released Claims” set forth in the Stipulation was separately bargained for and is a material element of the Settlement of which this release is a part.
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Release and Acknowledgment. (a) Seltmann, on behalf of himself and his legal representatives, executors, administrators, distributees, legatees, heirs and assigns, hereby voluntarily, fully, unconditionally, finally and forever discharges, waives and releases the Company, each of its subsidiaries and other affiliates, and each of its and all of their respective current and former shareholders, partners, members, directors, officers, managers, employees, attorneys and accountants, whether acting in a representative or individual capacity (the Company and all such other persons and entities are referred to collectively as the "Released Parties"), from any and all claims, charges, costs, demands, damages, expenses (including attorneys' and other legal fees and expenses), liabilities, losses and obligations of any kind or nature, whether known or unknown, foreseen or unforeseen, patent or latent, accrued or which may hereafter accrue, absolute or contingent, or otherwise, and any and all legal actions, causes of action, litigation, proceedings and lawsuits in respect thereof, whether in law or in equity (all such claims, charges, demands, damages, expenses, liabilities, losses and obligations and all such legal actions, causes of action, proceedings and lawsuits are referred to collectively as "Liabilities"), that he had, has or purports to have against any or all of the Released Parties from the beginning of time to the Resignation Date, and which Liabilities directly or indirectly arise from his employment with the Company or the termination thereof, including, without limitation, all Liabilities arising under (i) all salary, bonus, stock option, incentive, vacation, insurance and other benefit plans maintained by the Company and (ii) all federal, state and local anti-discrimination, civil rights and human rights laws, statutes, ordinances, regulations, and executive orders (including, without limitation, Title VII of the Civil Rights Act of 1964 (as amended), the Age Discrimination in Employment Act of 1967 (as amended), and the Americans with Disabilities Act). The provisions of this Section 21(a) shall not constitute a release, waiver or discharge by Seltmann of the Company from any obligation to him under (i) this Agreement, (ii) the indemnification provisions of the Company's charter, bylaws and relevant statutes, and (iii) third-party insurance policies. (b) Section 21(a) of this Agreement includes a release and waiver of any claims based on the Age Discrimination in Employment A...
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Release and Acknowledgment. (a) Upon the Closing, the Purchaser waives and releases, to the fullest extent permitted by law, any and all claims and causes of action he has or may have against the Company and its affiliates, controlling persons, officers, directors, employees, representatives and agents, based upon, relating to or arising out of the Promissory Notes. (b) Upon the Closing, the Company waives and releases, to the fullest extent permitted by law, any and all claims and causes of action it has or may have against the Purchaser based upon, relating to or arising out of the Promissory Notes. (c) The Purchaser acknowledges and agrees that the Purchaser’s receipt of the Closing Note Shares and the Company’s conditional obligation in Section 4.2 hereof to issue the Conditional Note Shares, if any (if required to be issued pursuant to Section 4.2), shall satisfy in full all obligations of the Company and its subsidiaries under the Promissory Notes.
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Release and Acknowledgment. In signing this Indemnification and
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Release and Acknowledgment. Exchangor hereby releases EAT from all liability in connection with its participation in the Replacement Property Agreement, except liability arising from EAT’s own willful misconduct or gross negligence. Exchangor acknowledges that EAT has made no representations or warranties concerning the Replacement Property, the physical condition of the Replacement Property, or the condition of legal title thereto.
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Release and Acknowledgment. Noteholder hereby releases XIOM, EIHC and their respective shareholders, directors, officers, employees, agents, attorneys, affiliates, parents, subsidiaries, successors, assigns, and all persons acting by, through, under or in concert with any of them, from any and all rights and claims, known or unknown, that the Noteholder may have now or in the future may arise constituting a claim of payment or collection of the XIOM Note and the obligations of XIOM and EIHC thereunder, whether arising, occurring or existing on or before the date of this Agreement. The Parties acknowledge and agree that, except for the obligations of EIHC regarding the conversion of the XIOM Note to shares of EIHC, EIHC has no obligations or liability to Noteholder under or with respect to the XIOM Note.
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Related to Release and Acknowledgment

  • Waivers and Acknowledgments (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral. (b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder. (d) Each Guarantor acknowledges that the Collateral Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 8.02 and this Section 8.03 are knowingly made in contemplation of such benefits.