Release by the Corporation Sample Clauses

Release by the Corporation. The Corporation, individually and on behalf of its directors, officers, subsidiaries, affiliates, divisions, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, shall, and hereby does, release the Seller and its directors, officers, subsidiaries, affiliates, divisions, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, both past and present, from any and all claims, demands, alleged sums of money owing, actions, rights, liens, obligations, costs, expenses, compensation of any nature whatever, damages, liabilities, choses in action, and causes of action of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, which the Corporation may now hold or own, or may at any time, past, present or future, hold or own against the Seller or Lender arising or resulting from any act or omission by or on the part of the Seller occurring on or before the closing of the Stock Purchase Agreement (“Seller's Released Claims") specifically including, but not limited to, claims arising out of the Purchaser Agreement or the issuance of the Notes to the Lender by the Seller, claims of breach of contract , whether based in tort, contract (express and implied), or in any other theory of recovery, whether for compensatory or punitive damages, in law or in equity, under any law or legal theory including but not limited to, state or federal, common or statutory, or otherwise.
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Release by the Corporation. (a) The Corporation, for and on behalf of the Corporation and any and all of the officers, directors, employees, agents, representatives, stockholders, controlled affiliates (as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), attorneys, and accountants of the Corporation (including, without limitation, any heirs, assigns, trustees, beneficiaries, or executors of any of the foregoing) (each, a "Corporation Releasing Party," and, collectively, the "Corporation Releasing Parties"), does hereby unconditionally and irrevocably release and forever discharge K2VC and Khan, and any and all of the agents, representatives, trustees, partners, controlled affiliates (as such term is defined in Rule 405 promulgated under the Securities Act), attorneys, and accountants of K2VC and Khan (including, without limitation, any heirs, assigns, trustees, beneficiaries, or executors of any of the foregoing) (each, a "Khan Released Party," and, collectively, the "Khan Released Parties"), from any and all claims, counterclaims, set-offs, demands, remedies, suits, proceedings, causes of action, orders, obligations, contracts, agreements, debts, damages and liabilities of any kind, at common law, statutory or otherwise, whether now known or not, whether contingent or matured, whether suspected or unsuspected, currently existing or arising as of the date of this Agreement which relate in any way to the management or operation of the Corporation or any subsidiaries of the Corporation (each, a "Claim," and, collectively, the "Claims") which the Corporation or any other Corporation Releasing Party may have had or may now have directly or derivatively against any or all of the Khan Released Parties based upon or arising out of any event, act, or omission, negligence or fault of any or all of the Khan Released Parties that has occurred (or is alleged to have occurred) on or prior to the date of this Agreement, except as set forth in Section 3 of this Agreement.
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Release by the Corporation. The Vendor will have received a release from the Corporation in the form of the draft release attached hereto as Schedule "EE" releasing the Vendor from all claims, demands, covenants and obligations whatsoever based on any matter or thing arising prior to the Closing Time, except for the performance of the Vendor's obligations under this agreement.
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Release by the Corporation. The Corporation hereby fully, irrevocably -------------------------- and unconditionally releases and discharges Brown from any and all manner ox xxxims, complaints, demands, causes of action, obligations, liabilities, costs, expenses (including attorneys' fees and costs) and damages, of every kind, either at law or in equity, arising from Brown's employment with or sepxxxxxxx of employment from the Corporation, including without limitation Brown's services as an executivx xxxxcer of the Corporation; provided, however, that this release shall not extend to fraudulent or criminal conduct.
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Release by the Corporation a. The Corporation, on behalf of itself, its respective subsidiaries, officers, directors and employees, and each of their respective predecessors, successors and assigns, jointly and severally, hereby irrevocably and unconditionally releases, acquits and forever discharges Executive, Executive's successors, heirs, assigns, executors, administrators and/or estate, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney's fees and costs actually incurred), known or unknown, that directly or indirectly arise out of, relate to or concern Executive's employment or termination of employment with the Corporation (the "Corporation Claims") which the Corporation has, owns or holds, or at any time heretofore had, owned or held against the Executive up to the date on which it executes the Severance Agreement.
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Release by the Corporation. Xx. Xxxxx represents and warrants that he has not engaged in any fraudulent or unlawful activity or conduct concerning Corporation. Xx. Xxxxx acknowledges that Corporation is relying on the veracity of Xx. Xxxxx’ statements as a condition to this Agreement and the following release. In consideration of the execution of this Agreement and in reliance upon the foregoing representations, the Corporation does hereby fully and forever surrender, release, acquit and discharge Xx. Xxxxx, his agents, administrators, insurers, assigns, and legal representatives, personally and in their representative capacities, and each of them (collectively, “Released Parties”), of and from any and all claims for cost of attorneys’ fees, expenses, compensation, and all losses, demands and damage of whatsoever nature or kind in law or in equity, whether known or unknown, including without limitation those claims arising out of, under, or by reason of Xx. Xxxxx’ employment with the Corporation or any Group Member, Xx. Xxxxx’ relationship with the Corporation or any Group Member and/or the termination of Xx. Xxxxx’ employment relationship and any and all claims which were or could have been asserted in any charge, complaint, or related lawsuit. Without limiting the generality of the foregoing, the Corporation specifically releases and discharges, but not by way of limitation, any obligation, claim, demand or cause of action based on, or arising out of, any alleged tort, breach of employment contract, breach of implied covenants of good faith and fair dealing, defamation, fraud, promissory estoppel, intentional or negligent infliction of emotional distress, discrimination based on age, pain and suffering, personal injury, punitive damages, and any and all claims arising from any alleged violation by the Released Parties of any federal, state, or local statutes, ordinances or common laws. Notwithstanding the foregoing, nothing in this Agreement constitutes a release or waiver of claims which may arise after the Effective Date of this Agreement, claims involving the enforcement of this Agreement, claims that cannot by law be released through this Agreement, claims that may be assigned to an insurer of Corporation, or claims based upon a breach of the representations made by Xx. Xxxxx in this Section 7.02.
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Release by the Corporation. The Corporation hereby fully, irrevocably and unconditionally releases and discharges McErlain from any and all manner of claims, complaints, demands, causes of action, obligations, liabilities, costs, expenses (including attorneys' fees and costs) and damages, of every kind, either at law or in equity, arising from McErlain's employment with or separation of employment from the Corporation, including without limitation McErlain's services as an executive officer and a member of the Board of Directors of the Corporation, provided, however, that this release shall not extend to fraudulent or criminal conduct.
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Release by the Corporation. The Corporation hereby forever waives and releases any and all Claims which the Corporation now has, may have in the future, or could have asserted against the Seller and its shareholders, officers, directors, agents, employees, affiliates, successors and assigns (collectively, the “Seller Releasees”), arising out of, or any way in connection with, the Shares or the Seller’s status as a shareholder of the Corporation; provided, however, that the within release does not and shall not include a release of any Claims that the Corporation may have against the Seller Releasees under this Agreement or any other document, agreement or instrument executed and delivered in connection with the consummation of the transactions contemplated by this Agreement.
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Release by the Corporation. In consideration of the foregoing release and of the other agreements set forth in the Agreement, the Corporation, on behalf of itself and, to the extent
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Related to Release by the Corporation

  • Release by the Company (a) The Company on behalf of itself, its agents, successors, affiliated entities and assigns, in consideration for the Executive’s execution and delivery of this Release, hereby forever releases and discharges the Executive, and his agents, heirs, successors, assigns, executors and administrators, from any and all known and unknown causes of action, actions, judgments, liens, indebtedness, damages, losses, claims, liabilities, and demands of whatsoever kind and character in any manner whatsoever arising on or prior to the date of this Release, including but not limited to (i) any claim for breach of contract, breach of implied covenant, breach of oral or written promise, defamation, interference with contract relations or prospective economic advantage, negligence, misrepresentation; (ii) any and all liability that was or may have been alleged against or imputed to the Executive by the Company or by anyone acting on its behalf; (iii) any punitive, compensatory or liquidated damages; and (iv) all rights to and claims for attorneys’ fees and costs except as otherwise provided in his amended and restated employment agreement with the Company dated December [__], 2008 (the “Employment Agreement”).

  • Termination by the Corporation The Corporation may terminate Executive’s employment during the Term:

  • By the Corporation The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

  • Suits by the Corporation The Corporation shall have the right to enforce full payment of the Exercise Price of all Common Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates and amend the securities register accordingly.

  • Indemnification by the Corporation Subject to Section 5.3, the Corporation shall indemnify the Depository, any Depository’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or any of their respective agents (including any Depository’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s Agent.

  • Waiver by the Company The Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Eligible Subsidiary or any other Person.

  • Notice by the Company The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

  • Actions by the Company (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors at a meeting duly called and held has by a unanimous vote duly adopted resolutions (i) approving this Agreement, the Offer and the Merger, determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to Merger Sub and approve this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (ii) taking all action necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Offer, the Merger, this ---- Agreement, the Tender Agreement and any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreement. The Company further represents and warrants that the Board of Directors has received the opinion of Credit Suisse First Boston Corporation (the "Financial Advisor") to the effect that, as of the date ----------------- of this Agreement, the Offer Consideration to be received in the Offer and the Merger by the holders of Common Stock is fair, from a financial point of view, to such holders (other than Purchaser and its affiliates) (the "Fairness -------- Opinion"). Subject to the last sentence of this Section 1.3(a), the Company ------- -------------- hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors described in the first sentence of this Section 1.3(a). -------------- The Company hereby represents and warrants that it has been authorized by the Financial Advisor to permit the inclusion of the Fairness Opinion and references thereto, subject to prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld) in the Offer Documents, the Schedule 14D-9 (as defined in Section 1.3(b)) and the Proxy Statement (as defined in Section 8.2(b)), if -------------- -------------- applicable. The Company has been advised by each of its directors and executive officers that each such person intends to tender all shares of Common Stock owned by such person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. The Board of Directors shall not withdraw, modify or amend its recommendations described above in a manner adverse to Purchaser (or announce publicly its intention to do so), except that the Board of Directors shall be permitted to withdraw, amend or modify its recommendation (or publicly announce its intention to do so) of this Agreement or the Merger in a manner adverse to Purchaser or approve or recommend or enter into an agreement with respect to a Superior Proposal (as defined in Section 8.8) if the Company has complied with the terms of Section 8.8 and ----------- ----------- Section 10.1(e). --------------

  • Indemnification by the Company The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

  • Indemnity by the Company The Company hereby agrees to indemnify and hold harmless Consultant and each person and affiliate associated with Consultant against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees), and in addition to any liability the Company may otherwise have, arising out of, related to or based upon any violation of law, rule or regulation by the Company or the Company's agents, employees, representatives or affiliates.

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