Settlement and Release Sample Clauses

Settlement and Release. Pledgor shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral.

Settlement and Release. (a) Effective only if and when a Release Condition occurs, each Seller, on behalf of itself and its successors, assigns, Representatives and Subsidiaries (each, a “Seller Releasing Party”), will fully and forever irrevocably and unconditionally release and discharge each of Purchaser and Guarantor and its successors, permitted assigns, Representatives and Affiliates (each a “Purchaser Released Party” and collectively, “Purchaser Released Parties”) from any and all Liabilities both at law and in equity which a Seller Releasing Party has, has ever had, or may hereafter have against any Purchaser Released Party arising out of the Original PSA (collectively, the “Seller Claims”). No release is made by any Seller Releasing Party unless and until a Release Condition occurs and unless and until a Release Condition occurs all of the Seller Claims against each of Purchaser and Guarantor shall remain fully enforceable. If no Release Condition occurs, the release contained in this Section 2.1(a) shall not become operational or effective. (b) Effective only if and when a Release Condition occurs, each of Purchaser and Guarantor, on behalf of itself and its successors, assigns, Representatives and Subsidiaries (each, a “Purchaser Releasing Party”), will fully and forever irrevocably and unconditionally release and discharge each Seller and its successors, assigns, Representatives and Affiliates (each a “Seller Released Party” and collectively, “Seller Released Parties”) from any and all Liabilities both at law and in equity which a Purchaser Releasing Party has, has ever had, or may hereafter have against any Seller Released Party arising out of the Original PSA (collectively, “Purchaser Claims”). No release is made by any Purchaser Releasing Party unless and until a Release Condition occurs and unless and until a Release Condition occurs all of the Purchaser Claims against Sellers shall remain fully enforceable. If no Release Condition occurs, the release contained in this Section 2.1(b) shall not become operational or effective. (c) For purposes of this Agreement, a “Release Condition” means the occurrence after the entry of the Sterlite Agreed Order by the Bankruptcy Court of any of the following: (i) the Closing hereunder prior to or on the Termination Date; (ii) both (A) the termination of this Agreement pursuant to Section 13.1(d) due to the Bankruptcy Court’s approval of a Superior Proposal that is evidenced by a Definitive Agreement duly executed by all parties...

Settlement and Release. (a) Effective upon the Closing, in exchange for the payment by Buyer of the Credit Bid Release Consideration and other good and valuable consideration provided to the Debtors and their estates by ESL in connection with the Transactions, each Debtor, for itself and its estate, and on behalf of each of its Subsidiaries and controlled Affiliates (each of the foregoing, a “Seller Releasing Party”), hereby absolutely, unconditionally and irrevocably (i) releases and forever discharges ESL from any and all Released Estate Claims, whether foreseen or unforeseen, contingent or actual, and whether now known or hereafter discovered, which any of the Seller Releasing Parties ever had or now may have, and (ii) covenants that it shall not seek to disallow, subordinate, recharacterize, avoid, challenge, dispute or collaterally attack the ESL Claims, provided however that the assertion of any Claim other than a Released Estate Claim shall not be deemed to violate this Section 9.13(a)(ii). (b) Effective upon the Closing, ESL’s Claims against the Debtors arising under (i) the IP/Ground Lease Term Loan Facility; (ii) the FILO Facility; (iii) the Real Estate Loan 2020; (iv) the Second Lien Term Loan; (v) the Second Lien Line of Credit Facility; (vi) the Second Lien PIK Notes and (vii) the Citi L/C Facility (together with the any security interests securing any of the Claims described in the preceding sub-clauses (c)(i)-(vi), collectively, the “ESL Claims”) shall each be deemed allowed for all purposes in the Bankruptcy Cases and under the Bankruptcy Code in the amounts set forth on Exhibit G, as reduced by the credit bid set forth in Section 3.1(b). (c) After giving effect to the credit bid set forth in Section 3.1(b), ESL shall be entitled to assert any deficiency Claims, Claims arising under Section 507(b) of the Bankruptcy Code, or other Claims and causes of action that it may have against the Debtors and their estates in the Chapter 11 Cases, provided that (i) no Claims or causes of action of ESL shall have recourse to, or any other right of recovery from, any Claims or causes of action of the Debtors or their estates related to Lands’ End, Inc., the “spin-off” (as such term is defined in the Information Statement of Lands’ End, Inc. dated March 18, 2014), Seritage Growth Properties, Inc., Seritage Growth Properties, L.P, the “Transaction” (as that term is defined in the registration statement on Form S-11 filed by Seritage Growth Properties, which registration statement...

Settlement and Release. In exchange for the issuance by EnterConnect of ______________ (___) shares of EnterConnect’s common stock, par value $0.001 per share (the “Shares”), which EnterConnect represents and warrants shall be included on its Registration Statement of Form SB-2 or such other form as is appropriate, , Employee hereby fully, forever, irrevocably and unconditionally releases, remises and discharges EnterConnect and its subsidiaries and affiliates and each of their current or former officers, directors, stockholders, attorneys, agents, or employees (collectively, the "EnterConnect Released Parties") from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities and expenses (including attorneys' fees and costs), of every kind and nature, known or unknown, which he ever had or now has against the EnterConnect Released Parties including, but not limited to, all claims arising out of Employee's employment with or separation from EnterConnect, the Employment Agreement, all claims and damages relating to race, sex, national origin, handicap, religious, sexual orientation, benefits and age discrimination, all employment discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000 et. seq., the Age Discrimination in Employment Act, 29 U.S.C. Section 621 et. seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. Section 1001, et. seq., and the Americans with Disabilities Act, 42 U.S.C. Section 12101 et. seq., and similar state or local statutes, all wrongful discharge claims, all common law claims including, but not limited to, actions in tort, defamation, breach of contract and any claims under any other federal, state or local statutes or ordinances not expressly referenced above. Notwithstanding the foregoing, in no event shall Employee be deemed by this Paragraph 1 to have released any rights to indemnification or contribution as provided by law or to any protection provided to Employee under EnterConnect's directors' and officers' liability insurance policies.

Settlement and Release. In consideration of the forgoing securities, each of the Note Holders, and their officers, directors, employees, agents, attorneys, stockholders, parent corporations, subsidiaries, affiliates (as defined in rules under the Securities Act of 1933), representatives, successors and assigns, and the heirs, executors, successors and assigns thereof (the “Note Holder Affiliates”) hereby forever completely and unconditionally release, acquit and discharge FastFunds and Equitex and their officers, directors, employees, agents, attorneys, stock-holders, parent corporations, subsidiaries, affiliates (as defined in rules under the Securities Act of 1933), representatives, successors and assigns, and the heirs, successors and assigns thereof (collectively, the “Company Affiliates”) from any and all past, present or future claims, demands, liabilities, actions, causes of action, debts, losses, counterclaims, set-offs, liabilities, damages or suits of every kind or nature which the Note Holders or the Note Holder Affiliates now have or may hereafter accrue against FastFunds, Equitex or the Company Affiliates, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or not accrued, including but not limited to those arising out of, based upon, or in any way related to the (a) the Notes; (b) any obligations to make any payments, or any other monetary of non-monetary obligation or performance of any sort arising under Notes or any other documents or agreements allegedly entered into in connection with the Notes; (c) any alleged duty purportedly existing or arising between the parties; (d) any alleged obligation to make payment of any interest, late fees or other charges; (e) any alleged negligence, lack of due care, gross negligence, or alleged intentional, willful or wanton misconduct resulting in any alleged loss; (f) any lost profits, loss of business opportunities, lost investment returns, lost investment opportunities or other business losses; (g) any alleged conspiracy or purportedly tortious conduct, misapplication of proceeds, or alleged act or omission purportedly resulting in injury; (h) any alleged fraud, concealment, misrepresentation, negligent misrepresentation, failure to make disclosure, or allegedly misleading or inaccurate statements purported to have been made to by FastFunds or the Company Affiliates; (i) alleged infliction of emotional distress, pain, suffering or other similar injury; (j) any alleged costs, expenses, fees, cha...

Settlement and Release. Pledgors shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral.

Settlement and Release. If this Agreement is terminated, the County shall pay to the Contractor any and all sums due, owing, and unpaid to the Contractor by the County for work performed through the date of termination, less any and all sums owed by the Contractor to the County, and less any and all deductions or other offsets the County may have. In exchange for these payments, the Contractor shall execute and deliver to the County a general release of the County, its elected officials, employees, representatives, and agents. This payment to the Contractor shall constitute Contractor's full and final compensation under this Agreement and the Contractor shall have no right to receive any further payments. This provision does not limit the right of the County to receive indemnification in the future.

Settlement and Release. 2.1 The Parties agree to dismiss with prejudice the Litigation. 2.1.1 Each Party shall pay its own attorney fees, expenses, expert fees, and costs incurred as a result of the Litigation and settlement thereof. 2.1.2 No later than three (3) business days after the Settlement Date, the Parties shall execute and file a stipulation and order in the form set forth in Exhibit A dismissing with prejudice all Claims, affirmative defenses, and any counterclaims in the Litigation. 2.1.3 The Parties shall proceed promptly with any and all additional procedures needed or necessary to dismiss with prejudice the Litigation. 2.1.4 Micrel represents and warrants that it has the right, power and authority to cause its counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice, grant all of the releases and licenses to Defendants as set forth herein and otherwise comply with all Micrel’s obligations under this Agreement. 2.1.5 MPS represents and warrants that it has the right, power and authority to cause its counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice and otherwise comply with all its obligations under this Agreement. 2.1.6 Hsing represents and warrants that he has the right, power and authority to cause his counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice and otherwise comply with all his obligations under this Agreement. 2.1.7 ▇▇▇▇▇ represents and warrants that he has the right, power and authority to cause his counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice and otherwise comply with all his obligations under this Agreement. 2.2 Micrel releases Defendants and MPS’s Affiliates from any and all Claims (and liability) for any alleged past infringement of the Micrel Patents. Micrel releases any and all Claims (and liability) for past infringement of the Micrel Patents against Defendants and MPS’s Affiliates or any of their respective direct or indirect customers, end users, agents, employees, officers, directors, licensees, suppliers or distributors for use, manufacture, having manufactured, importation, offer for sale, sale or other distribution of any products, processes, or services that were sold, used, licensed, or otherwise transferred prior to the Settlement Date of this Agreement by, to, for, or on behalf of Defendants, its or their customers, end users, agents, employees, officers, dir...

Settlement and Release. As of the Effective Date, (a) GSK, on behalf of itself and its Affiliates, hereby releases and discharges Ligand and its respective subsidiaries, divisions, parents, Affiliates, agents and each of their respective officers, directors, employees, representatives and agents, and (b) Ligand, on behalf of itself and its Affiliates, hereby releases and discharges GSK and its subsidiaries, divisions, parents, Affiliates, agents and each of their respective officers, directors, employees, representatives and agents, in each case ((a) and (b)), as follows: (i) from any and all actions, claims, counterclaims, defenses and damages whatsoever, in law or equity, whether in tort or contract or otherwise, which the releasing Party ever had, now has or hereafter shall or may have, that can be, could be or could have been asserted by GSK or Ligand in the Matter, or any other judicial or non-judicial proceeding based on facts and circumstances as of the Effective Date known or unknown to the releasing Party which arise out of or relate to any allegations, facts or occurrences alleged in the Matter; (ii) from any and all actions, claims, counterclaims, defenses and damages whatsoever, in law or equity, whether in tort or contract or otherwise, which the releasing Party has or may have had as of the Effective Date, that can be, could be or could have been asserted by GSK or Ligand relating to the Ligand/GSK Agreement, or any other judicial or non-judicial proceeding based on facts and circumstances as of the Effective Date known to the releasing Party which arise out of or relate to the Ligand/GSK Agreement; and EXECUTION VERSION (iii) from any and all actions, claims, counterclaims, defenses and damages whatsoever, in law or equity, whether in tort or contract or otherwise, which the releasing Party has or may have had as of the Effective Date, that can be, could be or could have been asserted by GSK or Ligand relating to Ligand’s EPO, G-CSF, and interferon research programs with respect to compounds in such programs identified by Ligand after 2002 or any other judicial or non-judicial proceeding based on facts and circumstances as of the Effective Date known or unknown to the releasing Party which arise out of or relate to Ligand’s EPO, G-CSF, and interferon research programs, but only with respect to compounds in such programs identified by Ligand after 2002; provided, however, with respect to (i), (ii) and (iii) above, that nothing herein shall have any effect on any act...