Release by Agent Clause Samples
The 'Release by Agent' clause serves to formally discharge an agent from any claims, liabilities, or obligations arising from their actions performed on behalf of a principal. In practice, this clause typically applies when an agent has completed their duties, such as negotiating a contract or facilitating a transaction, and the principal agrees not to pursue any legal action against the agent related to those activities. By including this clause, the agreement ensures that the agent is protected from future disputes or claims, thereby providing legal certainty and encouraging agents to act on behalf of principals without fear of ongoing liability.
Release by Agent. With respect to the matters set forth in Section 7.6 above, if Borrower shall (a) fail promptly to discharge any asserted liens or claims, or (b) fail promptly to contest asserted liens or claims or to give security or indemnity in the manner provided in Section 7.6 above, or (c) having commenced to contest the same, and having given such security or indemnity, fail to prosecute such contest with diligence, or to maintain such indemnity or security so required by the Title Company for its full amount, or (d) upon adverse conclusion of any such contest, fail promptly to cause any judgment or decree to be satisfied and lien to be released, then Agent may, but shall not be required to, upon prior written notice to Borrower procure the release and discharge of any such claim and any judgment or decree thereon and, further, may, in its sole discretion, effect any settlement or compromise of the same, or may furnish such security or indemnity to the Title Company, and any amounts so expended by Agent, including premiums paid or security furnished in connection with the issuance of any surety company bonds, shall be deemed to constitute disbursements of the proceeds of the Loan hereunder and shall bear interest from the date so disbursed until paid at the Default Rate. In settling, compromising or discharging any claims for lien, Agent shall not be required to inquire into the validity or amount of any such claim.
Release by Agent. Except for the Parties’ obligations under this Settlement Agreement, the Agent, on behalf of itself and the Debtors’ Pre-petition Lenders and the DIP Lenders and its and their respective successors and assigns, hereby waive, release and forever discharge the Debtors, each of the Debtors’ Estates, the Reorganized Debtors and the City and each of their officers, directors, partners, members, managers, employees, agents, representatives, advisors, attorneys and servants from any and all suits, legal or administrative proceedings, claims, obligations, demands, actions, causes of action, damages, losses, costs, interest, and liabilities, of whatever kind and nature, character and description, whether in law or equity, whether sounding in tort, contract or under other applicable law, whether known or unknown, and whether anticipated or unanticipated, arising from any event, transaction, matter, circumstance or fact in any way arising out of, arising as a result of, related to, with respect to or in connection with or based in whole or in part on the Disputed Matters and/or Dispute Proceedings, existing as of the date hereof regardless of whether specifically raised or asserted by the Agent or addressed herein.
Release by Agent. Except for claims asserting breach of this Settlement Agreement or rights expressly reserved by this Settlement Agreement or the exception described in the last sentence of this paragraph, Agent for himself, for the Preferred Shareholders, and for all their representatives, successors and assigns, hereby releases and forever discharges Oxford on behalf of itself and as successor to Parent, and Lobd▇▇▇ ▇▇ behalf of itself and as successor to Newco, and all of their present and former officers, directors, employees, shareholders, agents, attorneys, accountants, suppliers, lenders, representatives, predecessors, successors and assigns, from all claims, demands or causes of action that any of the releasing parties may now have, have had, or may hereafter have on account of any facts, known or unknown, foreseen or unforeseen, existing as of the date hereof, directly or indirectly arising out of or relating in any way to the Merger Agreement, transactions which are the subject of the Merger Agreement, the Shareholders' Equity Adjustment Amount, the underlying transactions and occurrences which gave rise to claimed adjustments asserted during efforts to resolve disagreements on the Shareholders' Equity Adjustment Amount, claims as preferred or common Lobd▇▇▇ ▇▇▇reholders based on facts existing as of the date of this Settlement Agreement, and the matters covered by this Settlement Agreement, including claims based on breach of fiduciary duty, fraud including fraud in inducing the Merger Agreement or this Settlement Agreement, promissory estoppel, any statutory or other legal rights, any tortious conduct, oppression, shareholder or other derivative rights, contribution, or claims or adjustments that were or could have been asserted in the Arbitration or that relate in any way to matters raised in connection with the Arbitration. The foregoing does not release, and expressly excepts and preserves, any and all claims that the Agent or any of the Preferred Shareholders may have against any person who was an officer or shareholder or director of Lobd▇▇▇ ▇▇ the time of the merger which is the subject of the Merger Agreement, to the extent such person would have no right to indemnification from Lobd▇▇▇ ▇▇ Oxford; however, the Agent and each of the Preferred Shareholders, jointly and severally, agree to indemnify and defend Oxford, Lobd▇▇▇, ▇▇d their current shareholders, directors, officers, and employees against any indemnity, contribution or other claims that may be a...