Releases and Discharges Clause Samples
The "Releases and Discharges" clause serves to formally absolve one or more parties from liability or claims related to a specific matter or agreement. In practice, this clause typically states that a party waives any right to pursue legal action or make further demands concerning the subject covered by the release, such as after a settlement or the completion of contractual obligations. Its core function is to provide finality and certainty by preventing future disputes or claims over the same issue, thereby protecting the released party from ongoing or renewed liability.
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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.
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. The releases and discharges of Claims and Causes of Action described in the Plan, including releases by the Debtors and by Holders of Claims, 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, 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: (a) is within the jurisdiction of the Court under 28 U.S.C. §§ 1334(a), 1334(b), and 1334(d); (b) is an essential means of implementing the Plan pursuant to section 1123(a)(6) of the Bankruptcy Code; (c) is an integral element of the transactions incorporated into the Plan; (d) confers material benefit on, and is in the best interests of, the Debtors, their estates, and their creditors; (e) is important to the overall objectives of the Plan to finally resolve all Claims among or against the parties in interest in the Chapter 11 Cases with respect to the Debtors; (f) is consistent with sections 105, 1123, 1129, and all other applicable provisions of the Bankruptcy Code; and (g), without limiting the foregoing, with respect to the releases and injunctions in Article VIII.G of the Plan, are (i) essential elements of the Sale Transaction, EIX Settlement, and Plan, (ii) terms and conditions without which the Purchaser Parties would not have entered into the Plan Sponsor Agreement and Purchase Agreement, and EIX, EMG, and the EMG Subsidiaries would not have entered into the EIX Settlement Agreement, (iii) narrowly tailored and (iv) in consideration of the substantial financial contribution of the Purchaser Parties and EIX under the Plan. Furthermore, the injunction set forth in Article VIII.G is an essential component of the Plan, the fruit of long-term negotiations and achieved by the exchange of good and valuable consideration that will enable unsecured creditors to realize distributions 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 ▇▇▇ 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. 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. On the Effective Date, in consideration of the payment of the Settlement Amount and for other valuable consideration set forth in this Settlement Agreement, the Releasors shall forever and absolutely release and discharge the Releasees from the Released Claims and shall not make any claim or take or continue any proceedings arising out of the subject matter of the Released Claims against the Releasees or any other person, corporation or entity which might claim from the Releasees damages or contribution and indemnity or other relief under the provisions of the Civil Code of Quebec, the common law, or any other law or statute;
b. Notwithstanding that the Releasors may discover facts in addition to, or different from, those facts which they know or believe to be true, this release of the Releasees shall nevertheless continue to apply to release all Released Claims against the Releasors;
c. Each Class Member who has not opted out will be forever barred and enjoined from continuing, commencing, instituting or prosecuting any action or other proceeding asserting against any of the Defendant or Releasees any claims that constitute any Released Claims;
d. Upon the Effective Date, each Class Member who has not opted out of the Proceeding shall be deemed to irrevocably consent to the settlement of the Class Action, without costs and with prejudice;
e. The releases and covenants contemplated in this section shall be considered a material term of this Settlement Agreement and the failure of the Court to approve the releases and covenants contemplated herein shall give rise to a right of termination pursuant to Article 7 of this Settlement Agreement.
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, constitute good-faith compromises and settlements of the matters covered thereby and are consensual. Such compromises and settlements are made in exchange for consideration and are in the best interest of holders of Claims, 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 (i) is within the jurisdiction of the Bankruptcy Court under sections 1334(a), 1334(b) and 1334(e) of title 28 of the United States Code, (ii) is an essential means of implementing the Plan, (iii) is an integral and non-severable element of the transactions incorporated into the Plan, (iv) confers a material benefit on, and is in the best interests of, the Debtors, their Estates and their Creditors, (v) is important to the overall objectives of the Plan to finally resolve all Claims among or against the parties-in-interest in the Chapter 11 Cases with respect to the Debtors, (vi) is fair, equitable and reasonable and in exchange for good and valuable consideration and (vii) is consistent with sections 105, 1123, 1129 and other applicable provisions of the Bankruptcy Code.
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.