Release of Xxxxxxx xxx; Indemnification. If you have a dispute with one or more users of the xxxxxxx.xxx services, you release xxxxxxx.xxx, its affiliates and service providers, and each of their respective officers, directors, agents, joint ventures, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold xxxxxxx.xxx, its affiliates and Service Providers, and each of its or their respective officers, directors, agents, joint ventures, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to any breach of this Agreement or any violation of any law, rule or regulation, or the rights of any third party.
Release of Xxxxxxx. Notwithstanding anything to the contrary elsewhere in this Agreement, it shall be a condition to (i) any sale, transfer or other disposition of any or all of Xxxxxxx’x interest in the Company, (ii) the removal of Xxxxxxx MO Manager, LLC (or any other Xxxxxxx Affiliate) as Manager of the Company, (iii) the removal of Xxxxxxx Macquarie Management, LLC as the Asset Manager of the Company, (iv) any sale, transfer or other disposition of a Project Level Entity, (v) any sale, transfer or other disposition of a Project, and (vi) the removal of Xxxxxxx (or any Xxxxxxx Affiliate) as Property Manager for any Project (each, a “Control Transaction”), that, from and after the occurrence of such Control Transaction, Xxxxxxx and its Affiliates shall be released from all further obligations relating to periods after the Control Transaction under:
Release of Xxxxxxx. The Company, acting on its own behalf and on behalf of its directors and officers, hereby unconditionally releases and discharges Xxxxxxx from any and all claims, liabilities, demands, obligations, costs, expenses, actions and causes of action; of every nature, character and description, known and unknown, fixed or contingent, which the Company (or any person claiming through or on behalf of the Company) now owns or holds; or has at any time heretofore owned or held, against Xxxxxxx.
Release of Xxxxxxx. (a) To Lessor's knowledge, Park Place Lessee is not in default under any of the terms, covenants or conditions of the Denver Master Lease on the part of Park Place Lessee to be observed or performed, all rents and other sums due and payable by Park Place Lessee under the Denver Master Lease have been paid in full, and to the best of Lessor's knowledge, no event has occurred which with the passage of time or the giving of notice, or both, would constitute a default by Park Place Lessee under the Denver Master Lease.
Release of Xxxxxxx xx If you have a dispute with any other Account holder, you release the Company from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering this release, you expressly waive any protections that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. Agreement to Arbitrate You and the Company agree that any claim or dispute at law or equity that has arisen or may arise between us will be resolved in accordance with the agreement to Arbitrate provisions set forth below. Please read this information carefully. Among other things it: Affects your rights and will impact how claims between us shall be resolved. Includes a Prohibition of Class and Representative Actions and Non-Individualized Relief pursuant to which you agree to waive your right to participate in a class action lawsuit against us. Requires you to follow the Opt-Out Procedure to opt-out of the Agreement to Arbitrate by mailing us a written notice and the opt-out notice must be postmarked no later than thirty (30) days after the date you accept this user agreement for the first time. If a dispute arises between you and the Company, acting as either a buyer or a seller, our goal is to learn about and address your concerns. If we are unable to do so to your satisfaction, we aim to provide you with a neutral and cost- effective means of resolving the dispute quickly. Disputes between you and the Company regarding the Services may be reported to customer service online through the Xxxxxxx.xx Help center or by emailing xxxxxxx@xxxxxxx.xx Intellectual Property Xxxxxxx.xx’ trademarks "Xxxxxxx.xx," and all logos related to the Services are either trademarks or registered trademarks of Xxxxxxx.xx or Xxxxxxx.xx’ licensors. You may not copy, imitate, modify or use them without the Company prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of the Company. You may not copy, imitate, modify or use them without our prior written consent. You may use HTML logos provided by Xxxxxxx.xx for the purpose of directing web traffic to the Services. You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes the Company or the Services or d...
Release of Xxxxxxx. Vertex, on behalf of itself and its Affiliates and, as applicable, each of its and its Affiliates’ employees, successors, assigns, current and former directors and officers, shareholders and direct and indirect parents, hereby fully and forever releases and discharges each of Xxxxxxx and its Affiliates, each of their employees, agents, attorneys, insurers, accountants, heirs, executors, administrators, conservators, successors, assigns, current and former directors and officers, shareholders and direct and indirect parents, subsidiaries and Affiliates from and against any and all liability, claims, demands, contracts, debts, obligations, damages, losses, actions, causes of action, or suits of whatever Portions of this exhibit, indicated by the xxxx “[***],” have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. kind or nature, whether known or unknown, based on any claim (each, a “Xxxxxxx Released Claim”) arising under the Parent Agreement and existing as of the Amendment Effective Date, except for any claims based on (i) breach by Xxxxxxx or its Affiliates of any payment obligation under the Parent Agreement, including any underpayment of royalties due to Vertex, [***] or [***], (ii) fraudulent acts by Xxxxxxx or its Affiliates in connection with the activities contemplated by the Parent Agreement, (iii) breach by Xxxxxxx or its Affiliates of its confidentiality obligations to Vertex under the Parent Agreement resulting in unauthorized disclosures to Third Parties or (iv) breach by Xxxxxxx or its Affiliates of the Pharmacovigilance Agreement. Vertex covenants not to xxx or otherwise institute or prosecute any legal, administrative or other proceeding against any of Xxxxxxx or its Affiliates based on any Xxxxxxx Released Claim.
Release of Xxxxxxx. CES hereby irrevocably and unconditionally releases, remisses and forever discharges Xxxxxxx of and from any and all claims, actions, causes of action, suits, debts, charges, complaints, grievances, liabilities, obligations, promises, agreements, controversies, damages, and expenses (including attorneys' fees and costs actually incurred), of any nature whatsoever, in law or in equity, which it ever had, now has or may have against Xxxxxxx, from the beginning of time to the date of this Agreement and Release, by reason of any claims against Xxxxxxx arising from, or related to, the failure, or alleged failure, to perform any duty or obligation under the Employment Agreement or the Stock Purchase Agreement. 12.
Release of Xxxxxxx. The Company unconditionally and irrevocably discharges, releases, and remises Xxxxxxx of and from all Claims, known or unknown, in law or equity, accrued or unaccrued, contingent or noncontingent, that the Company or any of the Released Parties or anyone claiming by, through, or under any of them in any way have, might have, or could have, against Xxxxxxx. It is the intention of the Parties that the scope of the claims released in this Section 3(b) be construed as broadly as the release contained in Section 3(a).
Release of Xxxxxxx. For good, valuable, and sufficient consideration receipt of which is hereby acknowledged, Whitestone REIT, Whitestone REIT OP, Xxxxxxxxxx, and Xxx, on behalf of their past, present, and future directors, trustees, officers, shareholders, general partners, limited partners, members, employees, parents, subsidiaries, affiliates, successors, assigns, and all predecessors and related entities, and any person claiming by or under any and all of them, do hereby forever release, discharge, and hold harmless Xxxxxxx and his past, present, and future directors, trustees, officers, shareholders, general partners, limited partners, members, employees, attorneys (including all attorneys who represented Xxxxxxx in either the Federal Litigation or the State Litigation), parents, subsidiaries, affiliates, successors, assigns, predecessors and related entities, of any and all of them from any and all claims, demands, or suits by Whitestone REIT, Whitestone REIT OP, Xxxxxxxxxx, or Dee, known or unknown, fixed or contingent, liquidated or unliquidated, arising from or related to the subject matter of the State Litigation or the Federal Litigation.
Release of Xxxxxxx. Wolverine, for itself and its parent corporations, subsidiaries, successors and assigns, and all those entitled to assert its rights, now and forever hereby releases and discharges Xxxxxxx from any and all claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorney's fees and costs, or liabilities whatsoever, in law or in equity, which Wolverine ever had or now has against Xxxxxxx relating to or arising out of Xxxxxxx'x employment, or termination of employment, or service as director, with Wolverine, whether known or unknown, except with respect to intentional violation of law. Notwithstanding the foregoing, nothing herein shall release Xxxxxxx of (i) his obligations to Wolverine or its successors or affiliates under this Release, or (ii) any other contractual obligations between Xxxxxxx and Wolverine or its successors or affiliates, subject to the terms thereof; provided, however, that nothing in this Agreement shall prevent Wolverine from bringing a claim: (A) that arises from any intentional misconduct engaged in by Xxxxxxx as an employee, officer or director of Wolverine, including, but not limited to, misappropriation, theft or fraud; (B) for material breach of fiduciary duty as an employee, officer, or director of Wolverine; or (C) that arises for repayment under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002.
