Release of Xxxxx Sample Clauses

Release of Xxxxx. You will be deemed to have called for the release of your grant on the date on which your grant vests following expiration of the Restricted Period and attainment of the vesting criteria set out in the Restricted Period clause above unless the release of your grant would be prohibited by law, the Model Code for Securities Transactions by Directors of Listed Companies or the Company’s dealing code. In such a case you will be deemed to have called for the release of your grant on the first date following vesting of your grant on which the release of your grant would not be prohibited. This grant may only be settled in Shares.
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Release of Xxxxx. In consideration of the mutual promises set forth in this Agreement and for other good and valuable consideration, the sufficiency and receipt of which the Company hereby acknowledges, the Company, on behalf of itself and for all Company Parties and other persons or entities who may claim by or through the Company and/or the Company Parties (collectively the “Company Releasors”), hereby covenants not to xxx and fully and unconditionally releases, waives, and forever discharges, to the maximum extent permitted by law, Xxxxx and each of his heirs (each of them collectively, in their individual and representative capacities, the “Xxxxx Released Parties”), from and with respect to any and all charges, complaints, claims, rights, contracts, agreements and actions, which the Company Releasors ever had, now has, or may have against the Xxxxx Released Parties, arising or which may have arisen at any time up to the date the Company executes this Agreement, including, but not limited to, all claims, demands, suits, causes or rights of action arising out of or in any way connected with Xxxxx’x employment relationship with the Company or Xxxxx’x separation from employment from the Company; Xxxxx’x board membership with Parent or the separation of such board membership; claims, demands, suits, causes or rights of action relating to defamation, breach of contract or public policy, attorneys’ fees or damages (including contract, compensatory, punitive, or liquidated damages), equitable relief, intentional infliction of emotional distress, invasion of privacy, negligence, or any other tort claims; claims which could arise under any and all federal, state and local laws or obligations, or by reason of any matter, cause or thing whatsoever, except for (i) claims for enforcement of Company’s rights under this Agreement, (ii) claims that cannot be released as a matter of law, (iii) unknown claims which, except in the case of intentional fraud or where Xxxxx took active steps to conceal his actions, could not have been discovered with reasonable diligence, and (iv) claims arising after Company executes this Agreement.
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Release of Xxxxx. PTR Labs waives any and all claims against Xxxxx, his attorneys and other representatives, for any and all actions taken or statements made (or those that could have been taken or made) by Xxxxx and his attorneys and other representatives, whether in the course of investigating claims or otherwise seeking enforcement of Proposition 65 in this matter, and/or with respect to the Notice or Product.
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Release of Xxxxx. Disclosee acknowledges and understands that some or all of the Evaluation Materials may have been prepared by parties other than Xxxxx, that Xxxxx has not independently verified the Evaluation Materials, and that neither Xxxxx, its employees, representatives, principals, agents or contractors nor any other entity which provides or makes available Evaluation Materials to Disclosee at the direction of Xxxxx, makes any representation or warranty whatsoever, express or implied, with respect to the content, completeness or accuracy of the Evaluation Materials. Disclosee hereby releases Xxxxx and its employees, representatives, agents and contractors, including the preparers of any of the Evaluation Materials, from all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys' fees) asserted against or incurred by Disclosee by reason of Disclosee's reliance on or knowledge of the Evaluation Materials or for any other reason. Disclosee acknowledges and waives the benefits of California Civil Code Section 1542 (and all similar ordinances and statutory, regulatory, or judicially created laws or rules of any other jurisdiction), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Xxxxx and Disclosee agree that this waiver and release is an essential and material term of this Agreement. This section shall survive termination of this Agreement.
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Release of Xxxxx. SCI and the Noteholders for themselves and their successors and assigns, fully, unconditionally, and without reserve, hereby remise, release, acquit and forever discharge Xxxxx and his agents, attorneys, and employees, heirs, successors and assigns from any and all Claims which they may have against him except those obligations undertaken by Xx. Xxxxx in connection with the Restructuring Agreement and Term Sheet.
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Release of Xxxxx. (a) Subject to clause 3(b), the National releases and discharges Xxxxx from any claim, action, suit, cause of action, demand, liability, damages and costs (whether at common law, in equity or, to the extent permitted, under any statute) the National has or may have against Xxxxx in respect of Xxxxx’ employment with the National.
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Release of Xxxxx. MFIC, together with any of its subsidiaries or divisions, hereby jointly and severally remise, release and forever discharge XXXXX and its representatives, successors, assigns, and all persons acting through, by or in concert with it from any and all debts, demands, actions, torts, breaches, causes of action, suits, accounts, covenants, agreements, contingencies, promises, understandings, damages, expenses, compensation, claims or liabilities that any of the releasors now has, may have or ever had, whether in law or in equity, or whether known or unknown, from the beginning of the world to the date hereof arising out of or relating to the purchase and use of the Equipment by XXXXX, including but not limited to, any claim relating to, arising out of or that could have been made in either X.X. Xxxxx Corporation v. MFIC Corporation and Epworth Manufacturing Company, a/k/a Epworth Xxxxxxxxx-XXXXXX, a/k/a Lake Shore Industries, Inc., Civil Action No. 4:00-CV-279-HLM, pending in the United States District Court for the Northern District of Georgia, Rome Division, or MFIC Corporation v. X. X.
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Release of Xxxxx. (a) DPS, for itself and on behalf of its agents, attorneys, representatives, officers, directors, subsidiaries, affiliates, successors and assigns (individually, a "DPS Party" and collectively, the "DPS Parties"), for good and adequate consideration, the receipt whereof is hereby acknowledged, does hereby remise, release and forever discharge each of the Xxxxx Parties (as hereinafter defined) of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever in law or in equity (collectively, "Claims"), which against the said Xxxxx Party such DPS Party ever had, now has or which it, its successors or assigns, hereafter can, shall or may have for, upon or by reasons of any matter, cause or thing whatsoever from the beginning of the world to, and including, the Closing Date (collectively, the "DPS Released Claims"); provided, however, that, notwithstanding the foregoing, neither DPS nor any other DPS Party shall be deemed hereunder to have released, waived, acquitted, withdrawn, retracted or discharged any rights under that certain Stock Purchase Agreement dated June 30, 2015, by and between DPS, CMAC Purchaser, LLC, Xxxxx X. Xxxx and Xxxxx (the "Stock Purchase Agreement").
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Release of Xxxxx xxx. Borrower Representative has notified Agent and the Lenders that it desires to consummate the Xxxxx.xxx Sale. Notwithstanding Sections 7.1, 7.2 and 7.3 of the Credit Agreement and any other provision thereof or in any other Loan Document that may operate to restrict the Xxxxx.xxx Sale, subject to the terms and conditions of this Amendment, the undersigned lenders constituting Required Lenders, hereby consent to the Xxxxx.xxx Sale, provided that (i) on the Closing Date (as defined in the Xxxxx.xxx Purchase Agreement), notwithstanding anything to the contrary in Section 2.2(c)(ii) of the Credit Agreement, Borrower Representative shall make a prepayment in respect of the Obligations in the amount of $65,700,000, and (ii) upon receipt of any Earnout Payment (as defined in the Xxxxx.xxx Purchase Agreement), Borrower Representative shall promptly, but in any event within five (5) Business Days, make a prepayment in respect of the Obligations in an amount equal to 70% of the proceeds actually received by Borrower Representative in connection with such Earnout Payment, net of legal expenses incurred in connection therewith up to $50,000. Together with each prepayment pursuant to this Section 3, Borrowers shall pay the Prepayment Fee due in respect of such prepayment, the Original Final Payment, and a ratable portion of the Restatement Date Final Payment equal to 5.75% multiplied by the amount of such prepayment. Failure to make the prepayment and pay related fees in accordance with the foregoing shall constitute an immediate Event of Default not capable of cure. On the Effective Date, Xxxxx.xxx shall be automatically released as a Guarantor under the Credit Agreement and the other Loan Documents, and any security interest granted in the assets of Xxxxx.xxx or in the Equity Interests of Xxxxx.xxx shall be automatically released and terminated, and Agent shall, at the written request of Borrower Representative, deliver such evidence with respect to such release as Borrower Representative may reasonably require. Xxxxx.xxx or its designee is hereby authorized, effective as of the Effective Date, to file (i) a termination statement with respect to the UCC Financing Statement listed on Exhibit A attached hereto and (ii) the release of security interest in intellectual property attached hereto as Exhibit B. In connection with the Xxxxx.xxx Sale, the undersigned Lenders constituting Required Lenders, hereby approve adding back expenses and charges (to the extent in ex...
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Related to Release of Xxxxx

  • Specific Release of ADEA Claims In further consideration of the payments and benefits provided to Executive under the Employment Agreement, Executive, on his behalf and on behalf of the Executive Releasors, hereby unconditionally releases and forever discharges the Company Releasees from any and all Claims that the Executive or any Executive Releasor may have as of the date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). By signing this Agreement, Executive hereby acknowledges and confirms the following: (i) Executive was advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to Executive the terms of this Agreement, including, without limitation, the terms relating to Executive’s release of claims arising under ADEA, and Executive has in fact consulted with an attorney or chosen not to do so; (ii) Executive was given a period of 21 days following his termination date to consider the terms of this Agreement and to consult with an attorney of his choosing with respect thereto; and (iii) Executive knowingly and voluntarily accepts the terms of this Agreement. Executive also understands that he has seven (7) days following the date on which he signs this Agreement within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph.

  • Release of a Guarantor (a) Upon (i) the sale or disposition of the Capital Stock of a Guarantor (other than the Company) by the Company in compliance with Section 4.16 or the consolidation or merger of a Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Company or a Restricted Subsidiary of the Company and (B) in a transaction following which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) the liquidation or dissolution of any Guarantor (other than the Company) in accordance with this Indenture, such Guarantor’s Guarantee pursuant to this Article 10 shall be released, and such Guarantor shall be deemed released from all Obligations under this Indenture and the Securities without any further action required on the part of the Trustee or any Holder. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article 10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Guarantors shall be released from all of their obligations under this Indenture and the Securities. In addition, a Guarantor’s Guarantee will also be released and such Guarantor will also be released from all Obligations under this Indenture and the Securities (x)(1) if such Guarantor is released from any and all guarantees of Indebtedness of the Issuer and the Company and (2) if such Guarantor will remain a Subsidiary of the Company, it has no other outstanding Indebtedness other than Indebtedness which could be incurred by a Restricted Subsidiary that is not a Guarantor of the Securities on the date of the proposed release of such Guarantor’s Guarantee, (y) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.03 and the definition of “Unrestricted Subsidiary” or (z) the Issuer exercises its Legal Defeasance option or Covenant Defeasance option as described in Section 8.02 or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof.

  • Waiver and Release of Liability In consideration for the privilege of the Participant’s participation in the Activities, the undersigned hereby RELEASES, DISCHARGES, COVENANTS NOT TO XXX, AND AGREES TO INDEMNIFY AND SAVE AND HOLD HARMLESS RELEASEES from any and all liability, demands, losses, medical expenses, lost opportunities, damages or attorneys fees and costs stemming from any or all claims for negligence, expressed or implied warranty, contribution, and indemnity, and/or claims of negligent rescue operations, first aid, and emergency care, to the broadest extent permitted by applicable law suffered by the Participant incurred on his/her account with respect to the Participant’s personal injury and other injury or harm, disability, and/or death, or property damage, arising directly or indirectly from the Participant’s participation in Activities, as caused or alleged to be caused in whole or in part by the Releasees or any of them, and further agrees that if, despite this release, the Participant or any other person makes a claim on the Participant’s behalf against any of the Releasees, THE UNDERSIGNED WILL INDEMNIFY, SAVE AND HOLD HARMLESS EACH OF THE RELEASEES FROM ANY LIABILITY, LITIGATION EXPENSES, ATTORNEY FEES, LOSSES, DAMAGES OR COSTS ANY MAY INCUR AS THE RESULT OF ANY SUCH CLAIM, WHETHER ASSERTED BY THE UNDERSIGNED, THE PARTICIPANT, OR ANOTHER PERSON. INITIAL HERE

  • Release of Unknown Claims Employee expressly waives and relinquishes all rights and benefits afforded by any statute (including, but not limited to, Section 1542 of the Civil Code of the State of California and analogous laws of other states), which limits the effect of a release with respect to unknown claims. Employee does so understanding and acknowledging the significance of the release of unknown claims and the waiver of statutory protection against a release of unknown claims (including, but not limited to, Section 1542). Section 1542 of the Civil Code of the State of California states as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Thus, notwithstanding the provisions of Section 1542 or of any similar statute, and for the purpose of implementing a full and complete release and discharge of the Company Releasees, Employee expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims which are known and all Claims which Employee does not know or suspect to exist in Employee’s favor at the time of execution of this Agreement and that this Agreement contemplates the extinguishment of all such Claims. Employee acknowledges that he/she might hereafter discover facts different from, or in addition to, those Employee now knows or believes to be true with respect to a Claim or Claims released herein, and they expressly agree to assume the risk of possible discovery of additional or different facts, and agree that this Agreement shall be and remain effective, in all respects, regardless of such additional or different discovered facts.

  • ADEA Release You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you have under the ADEA, and that the consideration given for the waiver and releases you have given in this Agreement is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised, as required by the ADEA, that: (a) your waiver and release does not apply to any rights or claims that arise after the date you sign this Agreement; (b) you should consult with an attorney prior to signing this Agreement (although you may choose voluntarily not to do so); (c) you have twenty-one (21) days to consider this Agreement (although you may choose voluntarily to sign it sooner); (d) you have seven (7) days following the date you sign this Agreement to revoke this Agreement (in a written revocation sent to me); and (e) this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after you sign this Agreement provided that you do not revoke it (the “Effective Date”).

  • Our Right to Receive and Release Information About You We are committed to maintaining the confidentiality of your healthcare information. However, in order for us to make available quality, cost-effective healthcare coverage to you, we may release and receive information about your health, treatment, and condition to or from authorized providers and insurance companies, among others. We may give or get this information, as permitted by law, for certain purposes, including, but not limited to: • adjudicating health insurance claims; • administration of claim payments; • healthcare operations; • case management and utilization review; • coordination of healthcare coverage; and • health oversight activities. Our release of information about you is regulated by law. Please see the Rhode Island Confidentiality of HealthCare Communications and Information Act, R.I. Gen. Laws §§ 5-37.3-1 et seq. the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and implementing regulations, 45 C.F.R. §§ 160.101 et seq. (collectively “HIPAA”), the Xxxxx-Xxxxx-Xxxxxx Financial Modernization Act, 15 U.S.C. §§ 6801-6908, the Rhode Island Office of the Health Insurance Commissioner (OHIC) Regulation 100.

  • Release of Claims In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

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