Releases and Discharges. The Vendor shall have delivered to the Purchaser releases of security or other evidence satisfactory to the Purchaser, acting reasonably, confirming that all secured creditors of the Vendor holding security interests in the Assets have discharged their security or claim no security interest in the Assets. Regulatory Approvals: All regulatory approvals required to be obtained, by the Purchaser in order for the Purchaser to purchase the Assets, shall have been obtained. Environmental Audit: The Purchaser shall have had the opportunity to conduct an environmental audit or inspection of the Assets and shall be satisfied with the results of such inspection. Such inspection shall be concluded on or before the Closing Date.
Releases and Discharges. The Vendor shall have delivered to the Purchaser releases of security or other evidence satisfactory to the Purchaser, acting reasonably, confirming that all secured creditors of the Vendor holding security interests in the Assets have discharged their security or claim no security interest in the Assets.
Releases and Discharges. Pac-West, on behalf of and for itself and its subsidiaries, parents, affiliates, employees, officers, directors, shareholders, partners, owners, agents, managers, representatives, accountants, attorneys, trustees, advisors, successors, predecessors in interest, heirs, executors and assigns, hereby fully and unconditionally releases, acquits and forever discharges SBC California, its estate, the estates of its subsidiaries and affiliates, any estate representatives, or any reorganized SBC California (or their successors and assigns) and their predecessors and successors in interest, heirs, assigns, past, present and future officers, directors, shareholders, agents, employees, managers, representatives, attorneys, accountants, advisors, owners, partners, shareholders, trustees, parent and subsidiary organizations, affiliates and partners of and from, and does hereby relinquish, any and all past and present actions, suits, arbitrations, damages, claims, demands in law or equity, obligations, charges, complaints, causes of action, injuries, liabilities, rights, judgments, penalties, fines, losses, bonds, bills, expenses and all other legal responsibilities, whether known or unknown, whether suspected or unsuspected, including but not limited to (i) causes of action for contract, tort and other claims, and including, without limitation, claims based on negligence or strict liability, compensatory, equitable and/or injunctive relief general, specific or punitive damages, costs, losses, expenses and compensation, based on any theory of recovery, which Pac-West has against SBC California arising directly or indirectly out of or relating in any way to any of the aforementioned Disputes; and (ii) in the event a petition is filed under chapter 7 or 11 of title 11 of the United States Code, any and all causes of action which Pac-West, its estate, the estates of its subsidiaries and affiliates, any estate representative, or any reorganized Pac-West entity (or their successors and assigns) may have against SBC California under the Bankruptcy Code, including, but not limited to those actions arising under chapter 5 of the Bankruptcy Code arising directly or indirectly out of, or relating in any way to any of the aforementioned Disputes. This release and this discharge covers all of such claims of every kind whatsoever, now existing or hereafter incurred or arising, matured or unmatured, direct or indirect, absolute or contingent, and whether or not contemplated or assert...
Releases and Discharges. The releases and discharges of Claims and Causes of Action described in the Plan, including releases by the Debtors and by Holders of Claims and Interests, constitute good faith compromises and settlements of the matters covered thereby. Such compromises and settlements are made in exchange for consideration and are in the best interest of Holders of Claims and Interests, are fair, equitable, reasonable, and are integral elements of the resolution of the Chapter 11 Cases in accordance with the Plan. Each of the discharge, release, indemnification, and exculpation provisions set forth in the Plan: (1) is within the jurisdiction of the Court under 28 U.S.C. §§ 1334(a), 1334(b), and 1334(d); (2) is an essential means of implementing the Plan pursuant to section 1123(a)(6) of the Bankruptcy Code; (3) is an integral element of the transactions incorporated into the Plan; (4) confers material benefit on, and is in the best interests of, the Debtors, their Estates, and their creditors; (5) is important to the overall objectives of the Plan to finally resolve all Claims and Interests among or against the parties in interest in the Chapter 11 Cases with respect to the Debtors; (6) is consistent with sections 105, 1123, 1129, and all other applicable provisions of the Bankruptcy Code; (7) is given and made after due notice and opportunity for hearing; and (8), without limiting the foregoing, with respect to the releases and injunctions in Article VIII of the Plan, are (a) essential elements of the Restructuring Transactions and Plan, terms and conditions without which the Consenting Stakeholders would not have entered into the Restructuring Support Agreement and (b) narrowly tailored. Further, the injunction set forth in Article VIII.F is an essential component of the Plan, the product of long-term negotiations, and achieved by the exchange of good and valuable consideration in the Chapter 11 Cases.
Releases and Discharges. 6.1 Releases and discharges in favour of Scheme Companies
(a) the Claims of all Scheme Creditors against any of the Scheme Companies are released and discharged, and the Liabilities of all Scheme Companies are extinguished, in exchange for an entitlement to a distribution out of the Scheme Fund in respect of any Established Scheme Claim; and
(b) each of the Scheme Companies forever releases and discharges each other from all Claims any of them may have or may in the future have against the other.
6.2 Releases and discharges in favour of Scheme Creditors and third parties
6.3 Releases and discharges in favour of parties to Settlement Deed
(a) With effect immediately on and from Completion, each of the Scheme Creditors that are parties to the Settlement Deed severally (and not jointly or jointly and severally) releases and discharges each other, their Related Persons and each other party to the Settlement Deed that is not a Scheme Creditor (including their Related Persons) from any Claim which in any way relates to, and covenants severally (and not jointly or jointly and severally) not to xxx or make any Claim against any of those persons in relation to, the Settled Matters.
(b) Each release, discharge and covenant in clause 6.3(a) is to be construed independently of the others and is not limited by reference to any other release, discharge or covenant.
(c) The releases, discharges, covenants and undertakings in clause 6.3(a) do not operate to the extent that those releases, discharges, covenants and undertakings would release or discharge:
(i) any right arising under, or obligation imposed by, the Settlement Deed, the Schemes Implementation Deed or the Schemes;
(ii) any Excluded Claims;
(iii) the ability of any person to take action and respond to another person acting in breach of the Settlement Deed or Schemes Implementation Deed, but only to the extent reasonably necessary to defend any matter, act or thing in breach of this deed or to enforce rights under it; or
(iv) any other Claim or matter expressly preserved under the Settlement Deed.
(d) To the extent required by law, the releases, discharges and covenants in clause 6.3(a) do not operate to:
(i) exempt a person from a liability incurred as an Officer of any party or any Related Body Corporate; or
(ii) indemnify a person against any liability incurred as an Officer of any party or any Related Body Corporate, against which an indemnity may not be granted by reason of section 199A of the Corporations ...
Releases and Discharges. In consideration of the agreement of Forbes Research to make the payments set out in Section of this Agreement, the Therapei Stockholders hereby:
(a) release and discharge Forbes Research and Parent from any and all obligations under, arising out of, or in connection with section 1.9 of the Merger Agreement; and
(b) release and discharge Forbes Research and Parent from any and all obligations under, arising out of, or in connection with the Development Agreement.
Releases and Discharges. All Encumbrances (including the To Be Terminated Encumbrances) of the Assets (other than Permitted Encumbrances) shall have been released and discharged and the Buyer shall have received satisfactory evidence of same.
Releases and Discharges. (a) Effective at the Termination Effective Time, the SPAC, for itself and for each other SPAC Releasor (as defined below), hereby releases and discharges each SPAC-Released Person (as defined below) from all Released Liabilities (as defined below).
Releases and Discharges. The Vendor will have delivered to the Purchaser copies of all duly executed releases, discharges, “no interest” letters or other documents , as applicable, as described on Schedule 6.1(12) of the Disclosure Letter.
Releases and Discharges. Pac-West, on behalf of and for itself and its subsidiaries, parents, affiliates, employees, officers, directors, shareholders, partners, owners, agents, managers, representatives, accountants, attorneys, trustees, advisors, successors, predecessors in interest, heirs, executors and assigns, hereby fully and unconditionally releases, acquits and forever discharges SBC California and its predecessors and successors in interest, heirs, assigns, past, present and future officers, directors, shareholders, agents, employees, managers, representatives, attorneys, accountants, advisors, owners, partners, shareholders, trustees, parent and subsidiary organizations, affiliates and partners of and from, and does hereby relinquish, any and all past and present actions, suits, arbitrations, damages, claims, demands in law or equity, obligations, charges, complaints, causes of action, injuries, liabilities, rights, judgments, penalties, fines, losses, bonds, bills, expenses and all other legal responsibilities, whether known or unknown, whether suspected or unsuspected, including but not limited to (i) causes of action for contract, tort and other claims, and including, without limitation, claims based on negligence or strict liability, compensatory, equitable and/or injunctive relief general, specific or punitive damages, costs, losses, expenses and compensation, based on any theory of recovery, which Pac-West has against SBC California arising directly or indirectly out of or relating in any way to any of the aforementioned Disputes; and (ii) in the event a petition is filed under chapter 7 or 11 of title 11 of the United States Code, any and all causes of action which Pac-West, its estate, the estates of its subsidiaries and affiliates, any estate representative, or any reorganized Pac-West entity (or their successors and assigns) may have against SBC California under the Bankruptcy Code, including, but not limited to those actions arising under chapter 5 of the Bankruptcy Code arising directly or indirectly out of, or relating in any way to any of the aforementioned Disputes for the entire period prior to May 1, 2003. This release and this discharge covers all of such claims of every kind whatsoever, now existing or hereafter incurred or arising, matured or unmatured, direct or indirect, absolute or contingent, and whether or not contemplated or asserted by Pac-West relating in any way to the aforementioned Disputes.
