Releases and Covenants Sample Clauses

Releases and Covenants. Upon the occurrence of the Effective Date and in consideration of payment of the Settlement Amount specified in Paragraph 6 above, Plaintiffs and all Class Members, on behalf of themselves and their respective past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, servants, representatives (and the parents’ subsidiaries’ and affiliates’ past and present officers, directors, employees, agents, attorneys servants, and representatives), and their predecessors, successors, heirs, executors, administrators, and representatives (the “Releasors”), hereby release and forever discharge, and covenant not to xxx Defendants and their past and present parents, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, servants, representatives (and the parents’ subsidiaries’ and affiliates’ past and present officers, directors, employees, agents, attorneys, servants, and representatives), and the predecessors, successors, heirs, executors, administrators and representatives of each of the foregoing (the “Releasees”), with respect to, in connection with, or relating to any and all past, present, or future liabilities, claims, demands, obligations, suits, injuries, damages, levies, executions, judgments, debts, charges, actions, or causes of action, at law or in equity, whether class, individual, or otherwise in nature, and whether known or unknown, foreseen or unforeseen, suspected or unsuspected, contingent or non-contingent, arising out of or relating to purchases of Doryx® at any time prior to the Effective Date and arising under the Xxxxxxx Act, 15 U.S.C. §§ 1 & 2, et seq., or any other federal or state statute or common law relating to antitrust or unfair competition (the “Released Claims”). The Released Claims include, but are not limited to, any and all claims relating to or arising out of the facts, occurrences, transactions, or other matters alleged or asserted in this Action, or that could have been alleged or asserted in this Action. However, this Settlement Agreement is not intended to release anyone other than the Releasees, is not on behalf of anyone other than the Releasors, and does not affect the claims of the proposed end-payor class, the claims of the Retailer Plaintiffs who filed their own complaints in this matter, or the claims of Mylan Pharmaceuticals, Inc. or its affiliates, nor is it intended to release any actual or potential claims described in Paragraph 13.
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Releases and Covenants. The releases and covenants contemplated in this section shall be considered a material term of this Settlement Agreement and the failure of any Court to approve the releases, or of the Releasors to abide by the covenants, contemplated herein shall give rise to a right of termination by the Settling Defendants pursuant to section 12.
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Releases and Covenants. In consideration of the releases and obligations stated herein, and for other good and valuable consideration, the receipt of which is acknowledged by each Party, the Parties promise, agree, and release as follows:
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Releases and Covenants a. Upon the occurrence of the Effective Date and in consideration of payment of the Settlement Amount specified in Paragraph 6 above, Plaintiff and all Class Members, whether or not they object to the Settlement and whether or not they make a claim upon or participate in the Settlement Fund, on behalf of themselves and their respective past, present, and future parents, members, subsidiaries, associates, affiliates, stockholders or shareholders (in their capacity as shareholders), officers, directors, management, supervisory boards, employees, insurers, general or limited partners, divisions, agents, attorneys, servants, trustees, joint ventures, heirs, executors, administrators, representatives (and the parents’ subsidiaries’ and affiliates’ past and present officers, directors, employees, agents, attorneys, servants, and representatives), and their trustees, predecessors, successors, heirs, executors, administrators, representatives, and assigns (collectively, the “Releasors”), hereby release and forever discharge Actavis and Merz and their past, present, and future parents, members, subsidiaries, divisions, associates, affiliates, joint ventures, stockholders or shareholders (in their capacity as shareholders), officers, directors, management, supervisory boards, insurers, general or limited partners, employees, agents, attorneys, servants, trustees, heirs, executors, administrators, representatives (and the parents’, subsidiaries’, and affiliates’ past, present, and future officers, directors, employees, agents, attorneys, servants, and representatives), and the predecessors, successors, heirs, executors, administrators and representatives and assigns of each of the foregoing, including but not limited to Forest Laboratories, LLC, Actavis plc, Allergan Sales, LLC, Allergan Limited, AbbVie Inc., and Xxxx Pharma GmbH & Co. KGaA (collectively, the “Releasees”) from all manner of claims, debts, obligations, demands, actions, suits, causes of action, damages whenever incurred, liabilities of any nature whatsoever, including costs, expenses, penalties and attorneys’ fees, under federal or state laws, whether known or unknown, foreseen or unforeseen, suspected or unsuspected, contingent or non-contingent, in law or equity, that (i) arise out of or relate, in whole or in part, to:
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Releases and Covenants. Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
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Releases and Covenants. (a) Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Companies, its owners, parent, subsidiaries, affiliates, related entities, officers, directors, agents, and employees, from any and all claims, demands, or causes of action based upon any past action, omission, or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee's behalf, based on any action, omission, or event relating to Employee's employment at the Companies and/or the cessation thereof through the date Employee executes this Agreement (collectively, the "General Release"). This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers' Benefit Protection Act, all state and local fair employment and or anti-discrimination laws and regulations, and any other applicable federal, state, or local law, order or regulation. This General Release also includes any claims for wrongful discharge or that the Companies have dealt with Employee unfairly or in bad faith, and actions raising tortious claims, actions raising any claim of express or implied contract of employment, or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys' fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission, or event.
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Releases and Covenants. 4.1 In consideration of the payment to be made pursuant to the SETTLEMENT AGREEMENT, ASSIGNORS hereby release ADTI, its predecessors, its AFFILIATES, their members, managers, employees, limited partners, representatives and, its customers (direct and indirect) from all claims, which, as of the effective date of this Agreement, ASSIGNORS may have against ADTI, its predecessors, its AFFILIATES, their members, managers, employees, limited partners, representative, or its customers based upon any infringement by them of the PATENT by reason of any act of manufacture, use, or sale anywhere in the World.
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Releases and Covenants. Each of the Parties individually and on behalf of its parent corporations, subsidiary corporations, affiliated entities, officers, directors, agents, attorneys, representatives, successors and assigns, hereby releases and covenants not to xxx the other Party, its parent corporations, subsidiary corporations, affiliated entities, officers, directors, agents, attorneys, representatives, successors and assigns, for any claims, costs, damages, demands, liabilities and expenses, known or unknown, whether at common law, in equity or under any statute, based in whole or in part upon any act or omission or other occurrence prior to the date of the execution of this Agreement, except that nothing herein shall release the Parties from their respective duties and obligations under this Agreement, which shall be enforceable if breached.
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Releases and Covenants 
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Related to Releases and Covenants

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Agreements and Covenants of Trustee The Trustee hereby agrees and covenants to:

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

  • Agreements and Covenants of the Company The Company hereby agrees and covenants to:

  • Survival of Representations and Covenants All representations, warranties and covenants of the Pledgor contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the termination of this Pledge Agreement.

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Compliance with Agreements and Covenants Purchaser shall have performed and complied in all material respects with all of its covenants, obligations and agreements contained in this Agreement to be performed and complied with by it on or prior to the Closing Date.

  • Land Covenants This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this contract, the Subrecipient shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the Grantee and the United States are beneficiaries of and entitled to enforce such covenants. The Subrecipient, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate.

  • Collateral Reporting and Covenants Each Borrower hereby covenants and agrees, on behalf of itself and its Subsidiaries, as applicable below, as follows:

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