Release by the Parties Sample Clauses

Release by the Parties. Effective as of the Commutation Date, but subject to the receipt in full by Cedent of the Settlement Amount, the Parties hereby release and discharge each other, their respective predecessors, parents, affiliates, agents, officers, directors and shareholders and assigns from any and all and present and future payment obligations, adjustments, executions, offsets, actions, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, claims, demands, liabilities and/or losses whatsoever, whether known or unknown, which they, and their respective successors and assigns ever had, now have, or hereafter may have, whether grounded in law or equity, in contract or in tort, against the other Party by reason of any matter whatsoever arising out of the Reinsurance Agreement, it being the intention of the Parties that this release operate as a full and final settlement of each of the current and future liabilities of the Parties to each other under the Reinsurance Agreement.
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Release by the Parties. Subject to the obligations in, and in consideration of the terms of, this Agreement, the Parties, for themselves and their heirs, legatees, successors, and assigns, do hereby irrevocably and unconditionally release, acquit, and forever discharge the other Party and their members, officers, attorneys, agents, representatives, employees, and related and affiliated entities from any and all legal and equitable claims, demands, liabilities, obligations, promises, agreements, damages, causes of action, suits, costs, losses, debts, and expenses of every nature, kind, and sort whatsoever, xxxxxx and inchoate, matured and unmatured, known and unknown, that are, in any way, related to the unpaid connection and service charges as identified in Section 2 above (“Payment for Connection Charges”).
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Release by the Parties. For and in consideration of the terms and conditions of this Agreement, the Parties hereby agree as follows:
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Release by the Parties. Effective as of the Termination, each of the Company and the Sponsors hereby irrevocably, unconditionally and forever (i) waives and relinquishes any rights granted to such Party pursuant to the Management Agreement and the other agreements and documents contemplated thereby and (ii) releases and discharges each other party to the Management Agreement and any Affiliate thereof from any and all manner of claims, liabilities and obligations whatsoever, whether known or unknown, accrued or not accrued, direct or indirect, in law or equity, arising from or relating to the Management Agreement and the other agreements and documents contemplated thereby (excluding the right to receive the Fees, which obligation shall not be so released until paid as specified in Section 2.3 above).
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Release by the Parties. Upon the Effective Date, the Parties, for themselves and, except to the extent prohibited by applicable law, their former, present, and future respective predecessors, successors, parents, subsidiaries, affiliates, assigns, agents, directors, officers, principals, employees, members, attorneys, partners, representatives, and shareholders forever release and discharge the Company and its predecessors, successors, parents, subsidiaries, affiliates, assigns, agents, directors, officers, principals, employees, members, attorneys, partners, and representatives from any and all claims, causes of action, damages, or liabilities of whatever kind or character, whether fixed or contingent, known or unknown, liquidated or unliquidated, mature or unmatured, that the Parties ever had, now have, or may have in the future against the Company, its predecessors, successors, parents, subsidiaries, affiliates, assigns, agents, directors, officers, principals, employees, members, attorneys, partners, representatives, including, but not limited to, those arising out of, relating to, or in any way involving the facts, events, transactions, occurrences, or other matters related in any way to the Securities Purchase Agreement and Registration Rights Agreement, whether arising at law, by contract, or in equity, from the beginning of time to the Agreement Date. This release shall not extend to any claim for breach of, or any rights and obligations created by, the terms of this Settlement Agreement. 8.
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Release by the Parties. NMPC and Selkirk hereby agree that effective as of Selkirk Effective Time, without any further notice or action on the part of NMPC or Selkirk and except as set forth in Section 2 hereof, (a) the Existing PPA shall be irrevocably amended and restated by the Restated Agreement; (b) all rights and privileges granted, accruing or inuring to each Party pursuant to the Existing PPA shall be irrevocably superseded by the Restated Agreement; (c) all obligations and duties owed or required by the Existing PPA to be performed for or on behalf of one Party by any other Party thereto shall be irrevocably waived and released; and (d) each Party to the Existing PPA and its respective predecessors and successors in interest, agents, directors, officers, partners, trustees, employees and affiliates, shall be irrevocably released and forever discharged from all manner of actions, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, judgments claims and demands whatsoever, in law or equity, known or unknown, which any other Party ever had, now has or hereafter can, shall or may have, based upon or by reason of any matter, cause or thing related to or arising out of the Existing PPA. NMPC hereby acknowledges and agrees that the Consent and Agreement, dated as of October 23, 1992 (the "Consent"), among NMPC, Selkirk and the bank party thereto, as confirmed by the Confirmation Agreement, effective May 9, 1994 (the "Confirmation"), among NMPC, Selkirk and the entities thereto, shall continue in effect with respect to the Restated Agreement and NMPC shall execute and deliver such further documentation as Selkirk may reasonably request evidencing the foregoing in connection with the effectiveness of the Restructuring for Selkirk. NMPC hereby consents to the assignment of those provisions of the MRA which by the terms of the MRA survive the Consummation Date until fully performed (the "MRA Surviving Provisions") and this Release by Selkirk to Banker's Trust Company, as Collateral Agent, as security under Selkirk's financing agreements and agrees, for the benefit of the Collateral Agent and for the purposes of the Consent and the Confirmation, that each of the MRA Surviving Provisions and this Release shall be deemed to be an Assigned Agreement (as defined in the Consent and the Confirmation). Selkirk hereby represents and warrants to NMPC that, upon Selkirk's delivery of notice to NMPC that the Indentu...
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Release by the Parties. In consideration of the foregoing payments which have been agree to be made and the additional consideration agreed to in this Agreement; both Back Products and FMI will forever release and discharge the other, their successors, legal representatives, and assigns from all debts, demands, actions, causes of action, charges, complaints, judgments, suits, contracts, and obligations existing at the time of this agreement, or arising hereafter, in connection with the Backstroke Back Massager and the Contract dated March 10, 1997, but reserving any and all right to enforce the provisions of this Agreement, including the right to seek and obtain injunctive and other equitable relief, notwithstanding, and in addition to, any claim for damages arising out of a parties breach of this Agreement, or any misrepresentations or breach of any warranties set forth in this Agreement.
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Release by the Parties a. Upon the Timely Honoring of the Conversion Notice and the Timely Payment of the Balance Payment:
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Release by the Parties 
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Related to Release by the Parties

  • 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”).

  • By the Parties Except as specifically provided in this Grant, modifications of this Grant shall not be effective unless agreed to in writing by the Parties in an amendment to this Grant, properly executed and approved in accordance with applicable Colorado State law, State Fiscal Rules, and Office of the State Controller Policies, including, but not limited to, the policy entitled MODIFICATIONS OF CONTRACTS - TOOLS AND FORMS.

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Modification by the Parties The Parties may by mutual agreement amend the Appendices to this Agreement, by a written instrument duly executed by all three of the Parties. Such an amendment shall become effective and a part of this Agreement upon satisfaction of all Applicable Laws and Regulations.

  • Indemnification by the Parent The Parent agrees to indemnify and hold harmless the Buyer, its officers, directors and agents and each Person, if any, who controls the Buyer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Buyer to the Parent, but only (i) with respect to information furnished in writing by the Parent or on the Parent’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of the Parent to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Parent also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Buyer provided in this Section 3.07. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 3, the Buyer may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. The Parent shall not be liable under this Section 3.07 for any Damages in excess of the net proceeds realized by the Parent in the sale of Registrable Securities of the Parent to which such Damages relate.

  • Indemnification by the Purchaser Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024.

  • 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.

  • Indemnification by the Purchasers Each of the Purchasers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, each Seller and each of the Sellers’ Affiliates, and each of their respective officers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”), from and against all Losses that such Seller Indemnified Party may at any time suffer or incur, or become subject to that, directly or indirectly, arise out of or relate to (a) any Assumed Servicing Liability, (b) any failure by the Purchasers to perform their Serviced Duties and other obligations under this Agreement in accordance with the terms hereof or any other breach or violation by the Purchasers of the terms hereof, (c) any action or omission of the Purchasers or their Affiliates or their agents (including such agents appointed pursuant to Section 3.6 hereof) with respect to any Serviced Appointment, whether pursuant hereto or to a Serviced Corporate Trust Contract or otherwise, or (d) the Sellers’ role as backup advancing agent with respect to any Corporate Trust Contract pursuant to clause (c) of the definition of “Retained Duty” (except to the extent the Sellers negligently failed to make a backup advance as required pursuant to such Retained Duty); provided, however, that the Purchasers shall not be required to indemnify any Seller for any matter which would require indemnification of the Purchasers by any Seller under Section 8.2.

  • Partial Terminations by the Purchasers In the event so instructed by the Purchasers in writing after the Closing Date and at the Purchasers’ sole expense, each Seller shall execute documents prepared by the Purchasers and reasonably acceptable to such Seller resigning or appointing a successor Appointed Trustee under any Serviced Appointment for which such Seller acts as Appointed Trustee (other than with respect to any Serviced Appointment that is an Excluded Appointment), and shall reasonably cooperate, at the Purchasers’ sole expense, as instructed by the Purchasers, in finding a qualified successor Appointed Trustee, including executing any documents prepared by the Purchasers in connection with the application to a court of competent jurisdiction to appoint a successor Appointed Trustee.

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