Release of Certain Claims Clause Samples

Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger pursuant to the Merger Agreement, Seller and Seller Bank, and each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character, or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director, or employee of Seller or Seller Bank has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events, or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice, unpaid reimbursable expenses, or other contract rights relating to severance, employment, stock options, and restricted stock grants which have been disclosed in writing to Buyer on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 4.9(b) below. (b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following: (i) any Claims that the undersigned may have in any capacity other than as an officer, director, or employee of Seller or Seller Bank, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and Seller Bank, (B) Claims as a depositor under any deposit account with Seller Bank, (C) Claims as the holder of any Certificate of Deposit issued by Seller Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director, or employee of any Seller or Seller Bank; and (E) Claims as a holder of any check issued by any other depositor of Seller Bank; (ii) the Claims excluded in Section 4.9(a)(i) above; (iii) any Claims that the undersigned may have under the Merger Agreement; or (iv) any right to i...

Release of Certain Claims. WITH RESPECT TO THE FOREGOING RELEASE OF CLAIMS, IN GIVING SUCH RELEASE, BUYER ACKNOWLEDGES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, AS AMENDED OR MODIFIED, WHICH PROVIDES THAT: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SECTION 7 AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL, IS FULLY AWARE OF ITS CONSEQUENCES, AND THAT THE PROVISIONS OF THIS SECTION 7 ARE A MATERIAL PART OF THIS AGREEMENT; PROVIDED, HOWEVER, SUCH RELEASE, WAIVER OR DISCHARGE PURSUANT TO THIS SECTION 7: (A) SHALL NOT APPLY AND SHALL BE OF NO FORCE OR EFFECT AS TO ANY CLAIMS RELATING TO: (I) SELLER’S BREACH OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE BREACH OF ANY REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT, (II) SELLER’S FRAUD, (III) SELLER’S INTENTIONAL MISREPRESENTATION, (IV) CLAIMS DESCRIBED IN SECTION 7.1.5, OR (V) ANY CLAIMS UNDER THE EFI LEASE OR ANY OTHER AGREEMENT ENTERED INTO BY THE PARTIES AT CLOSING; AND (B) SHALL ONLY BE EFFECTIVE FROM AND AFTER THE CLOSING WITH RESPECT TO CLAIMS UNDER THE GILEAD SUBLEASE OR UNDER THE RECIPROCAL EASEMENT AGREEMENT RECORDED ON JANUARY 30, 2009 IN THE OFFICIAL RECORDS OF THE COUNTY AS DOCUMENT NO. 2009-008980 OR THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR VINTAGE PARK RECORDED DECEMBER 27, 1985 IN THE OFFICIAL RECORDS OF THE COUNTY AS DOCUMENT NO. 85138387. Seller (/s/ G. G. ) Buyer ( illegible )

Release of Certain Claims. The Company acknowledges and agrees as follows: (i) the amounts listed under the heading “Total Claims” on Schedule 5.5 are due and payable to Mr. Tick by the Company as of immediately prior to the Closing; (ii) the non-cash portion of the Loan Amount described in Exhibit B hereto shall by funded by ▇▇. ▇▇▇▇▇▇ and Mr. Tick (on a dollar-for-dollar basis) through the release by ▇▇. ▇▇▇▇▇▇ and Mr. Tick of certain claims in the amounts listed under the heading “Released Amounts” on Schedule 5.5, which shall reduce such “Total Claims” on a dollar-for-dollar basis in the amount of such released claims; and (iii) following the payment contemplated by Section 5.3(c) above, the amount of such “Total Claims” for Mr. Tick shall be further reduced on a dollar-for-dollar basis in the amount of such payment.

Release of Certain Claims. At the Closing, each Significant Stockholder shall, in its capacity as a stockholder of the Company, deliver to Parent an executed release in the form attached as Exhibit C (the “Release”).

Release of Certain Claims. Tenant hereby fully and completely waives ------------------------- and releases all claims against Landlord for any losses or other damages sustained by Tenant or any Person claiming through Tenant resulting from any accident or occurrence in or upon the Premises, Building or Land including but not limited to claims resulting from: any equipment or appurtenances, including the HVAC system, becoming out of repair; injury done or occasioned by wind; any defect in or failure of plumbing, heating or air-conditioning equipment, electric wiring or insulation thereof, any defect in or failure of gas, water and steam pipes, stairs, railings or walks, broken glass, leaking or running of any sewer pipe or downspout; the bursting, leaking or running of any HVAC system, tank, tub, wash stand, water closet, waste pipe, drain or any other pipe or tank; the escape of steam or hot water, water, snow or ice being upon or coming through the roof, skylight, trap door, stairs, doorway, show windows, walks or any other place; the falling of any fixture, plaster, tile or stucco; or any act, omission, or negligence of co-tenants, licensees, or any other persons or occupants of the Building or of an adjoining or contiguous Building or of any tenant or adjacent or contiguous space or property unless caused by Landlord's gross negligence or willful misconduct.

Release of Certain Claims. Effective on the Closing Date and subject to the consummation of the Closing in accordance with the terms of this Agreement, the Seller, acting on behalf of itself and its Affiliates, hereby releases any and all claims and causes of action that it now has or may ever have against any of the Companies arising under the General Account Advisory Agreements and Separate Account Advisory Agreements listed in Schedule 2.9(a) (including, without limitation, any claim for indemnification under such agreements in connection with a claim or cause of action asserted by a third party against the Seller or its Affiliates), and any predecessor agreements, in so far as any such claim or cause of action relates to any action or failure to act on the part of the Companies at any time prior to the Closing Date.

Release of Certain Claims iStar irrevocably agrees that, effective as of the Closing, none of LNR Parent, Holdco, Issuer or any of their respective affiliates, representatives, directors, officers, employees or agents, shall be liable to iStar or any of its affiliates, representatives, directors, officers, employees or agents for any losses, indemnities, claims, damages, demands, liabilities, costs, expenses or other adverse consequences of any kind or any nature whatsoever (including, without limitation, awards, judgments, fines, penalties, charges, amounts paid or to be paid in settlement and reasonable attorney’s fees and expenses) (collectively, “Released Claims”), which iStar now has or hereafter may have, upon or by reason of any matter arising out of, relating to, or concerning in any way whatsoever, the Note Purchase Agreement, the iStar Holdco Notes, iStar’s Pro Rata Share of the Additional Holdco Notes or the other Note Documents. For the avoidance of doubt, the prior sentence shall not impair the rights of iStar or any iStar Affiliate in respect of the Senior Credit Facility. iStar hereby acknowledges that before signing this Agreement it has had adequate opportunity to engage and consult with and review this Agreement with counsel, that this Agreement is entered into freely and voluntarily, and that they have read this Agreement and understand all of its terms, including the release of Released Claims set forth in this Section 13(b).

Release of Certain Claims. 8.7.3.1 Provided that Seller materially complies with its obligations under this Amendment No. 2, Buyer waives and releases all claims, rights or causes of action Buyer may have, including, but not limited to, any rights Buyer may have under Articles 8, 10, 14 or 16, with respect to the following items: Amendment No. ▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇ settlement and structural condition of Tanks 739, 740, 780, 782, 783 and 785 at Marr▇▇▇. (b) Compliance with secondary containment requirements for tanks at Marr▇▇▇. (c) The shorted pipeline casings at Marr▇▇▇ identified in July 9 Letter. (d) Low cathodic protection potential readings at Corpus Christi identified in Item 19 of the July 9 Letter. (e) The condition of roofs on storage tanks 17, 43, 104, 108 and 113 at Corpus Christi.

Release of Certain Claims. Seller shall have obtained a release or cancellation, in form and substance satisfactory to Buyer, from Venture One Real Estate, LLC of any and all present or future claims Venture One Real Estate, LLC may assert against Buyer or the Assets under that certain Exclusive Agency and Representation Agreement Between Seller and Venture One Real Estate, LLC dated September 1, 2000.