Special Release. 4.1 PECO, PSE&G Utility and PSEG Power each hereby unconditionally and irrevocably releases, acquits and forever discharges ACE, DP&L and their respective Affiliates, shareholders, officers, directors, employees, agents, representatives, successors and assigns (collectively, the "Seller Parties"), effective as of the date hereof, of and from any and all claims, demands, debts, losses, costs, expenses, proceedings, judgments, damages, actions, causes of action, suits, contracts, agreements, obligations, accounts and liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract or in tort, at law or in equity, that PECO, PSE&G Utility or PSEG Power alone or with any other Person had, now has, or might hereafter have against the Seller Parties or any of them jointly and/or severally, for or by reason of any matters, circumstance, event, action, omission, cause or thing whatsoever occurring or existing before, on or after the date hereof, arising under or relating to the Owners Agreement, or any matters that could be raised in any litigation in connection with the Owners Agreement, other than (a) the obligations set forth in Section 3 of this Amendment and (b) ACE's and DP&L's respective representations, warranties, covenants, agreements and other obligations under the Purchase Agreements, subject to the terms and conditions set forth therein, including without limitation, those related to the Excluded Liabilities.
Special Release. Upon the request of the Company pursuant to Section 1404(a)(6) of the Indenture, the Collateral Agent shall execute and deliver to the Company (or its designee) such documents and instruments prepared by the Company and delivered to the Collateral Agent pursuant to clause (iii) below that are reasonably required to effect or evidence the release of the Collateral and/or Mortgaged Property selected by the Company (the “Special Released Collateral”), without any recourse or warranty or representation whatsoever, provided that each of the following conditions shall have occurred to the satisfaction of the Collateral Agent as a condition to such release:
Special Release. The suitability of products with errors and defects which do not affect the functioning, maintainability or even the safety, can be approved after a thorough examination by MONTRATEC in writing by means of a special release. Special releases are no general releases and have to be approved and checked for each specific case. Consequently, they are limited for an agreed period of time or a supply volume. Special releases do not discharge the SUPPLIER from valid contractual obligations and do not imply either a general renouncement of guarantee and liability claims on behalf of MONTRATEC.
Special Release. Notwithstanding the other provisions of this Section 4, the Escrow Agent shall release and distribute the Escrow Property to (i) Parent pursuant to any written instructions executed by all of the Shareholders, (ii) to the Shareholders pursuant to any written instructions executed by Parent, or (iii) in accordance with any nonappealable order or decree by a court of competent jurisdiction to do so.
Special Release. Products with an approved deviation shall be delivered separately and must be clearly visibly marked on the delivery note as well as on all the packaging units as a " Special release" and entail the indication of the deviating features. Moreover, the delivery documents must be accompa- xxxx by a copy of the deviation approval. Deviation permits are generally limited to either a specific amount or expire on a specific date.
Special Release. Seller and each Stockholder hereby jointly and severally release and forever discharge Buyer and its directors, officers, affiliates, agents and employees from any and all demands, debts, actions, suits, damages and any and all claims, demands and liabilities whatsoever, of every name and nature, that currently exist or that may arise in the future in connection with any dispute between or among Seller and/or any of the Stockholders, except to the extent that any such dispute is determined to be caused primarily by the gross negligence or willful misconduct of Buyer.
Special Release. Section 2.13 Indemnification of Administrative Agent and Collateral Agent
Special Release. In addition to any other rights of Borrower hereunder, commencing on the one-year anniversary of the Closing Date Borrower may from time to time Transfer to a Person that is not a Loan Party one or more Properties without a prepayment of the Loan or payment of any Yield Maintenance Premium (each, a “Special Release”), provided that (i) Administrative Agent shall have obtained, at Borrower’s sole cost and expense, an updated Broker Price Opinion for all of the Properties, (ii) no Default or Trigger Period has occurred and is continuing, (iii) the Properties being Transferred in connection with such Special Release have Allocated Loan Amounts in the aggregate of not more than fifteen percent (15%) of the Outstanding Principal Balance, (iv) the Loan-to-Value Ratio shall not exceed forty-seven percent (47%) after giving pro forma effect for the elimination of the BPO Values for the Properties that are to be Transferred, (v) the Debt Yield as of the most recent Calculation Date, after giving pro forma effect for the elimination of the Underwritten Net Cash Flow for the Properties that are to be Transferred, is at least greater than or equal to one hundred two percent (102%) of the Closing Date Debt Yield, and (vi) after giving effect to such Special Release, each of the Geographic Diversity Test and the Concentration Limit Test shall be satisfied. Collateral Agent and Administrative Agent shall, at Borrower’s sole cost and expense and at the written direction of Administrative Agent, release the Properties that are the subject of a Special Release from the applicable Mortgage Documents and release the security interest and Lien on any Collateral located at such Release Properties. Borrower shall not be entitled to obtain a Special Release more than four (4) times during the Term. For the avoidance of doubt, a Special Release involves only the release of Collateral and does not require the Borrower to prepay any part of the Outstanding Principal Balance and does not result in a change of the Outstanding Principal Balance (unless Borrower, at its sole election, simultaneously with the Special Release has made a prepayment pursuant to Section 2.4.2).
Special Release. Reference is hereby made to that certain Sale and Purchase Agreement dated [ ], 2010, as the same may be amended, amended and restated, supplemented or otherwise modified or replaced from time to time (the “Purchase Agreement”), by and among Casino Magic Corp. a corporation duly organized and validly existing under the laws of the State of Minnesota, United States of America, with domicile in Minnesota, United States of America, and Casino Magic Management Services Corp. a corporation duly organized and validly existing under the laws of the State of Minnesota, United States of America, with domicile in Minnesota, United States, (hereinafter jointly referred to as the “Sellers”) and , a company duly organized and validly existing under the laws of , with domicile in , City of , and , a company duly organized and validly existing under the laws of , with domicile in , City of , (hereinafter jointly referred to as the “Buyers”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. Pursuant to Section 4.02(e) of the Purchase Agreement, Buyers hereby, to the fullest extent permitted by applicable law, knowingly, voluntarily, unconditionally and forever release, discharge, acquit, hold harmless and covenants not to xxx [name of Director], [name of Director] and/or [name of Director] (hereinafter jointly referred to as the “Released Party”), of, from and for any and all damages, as well as any and all incidental, special, consequential or punitive damages of every kind or nature whatsoever, and any and all actions, claims, demands, costs, liabilities, losses and expenses, known or unknown, accrued or unaccrued, actual or potential, suspected or unsuspected, fixed or contingent, that Buyers have or may have, now or in the future, arising out of any act of commission or omission, errors, negligence, strict liability, breach of contract, tort, violations of law, matter or cause whatsoever from the beginning of time to the date hereof arising out of or in any way related to the Released Parties’ service as members of the boards of directors of Casino Magic Neuquén S.A. (hereinafter referred to as the “Company”), a company duly organized and validly existing under the laws of Argentina, with domicile in Xxxxxx 4005, City of Neuquén, Province of Neuquén, Argentina or any subsidiary of the Company or in connection with the Purchase Agreement. If any provision of this instrument is determined to be inval...
Special Release. Buyer (i) has agreed to make significant repairs to the roof relating to the Owned Real Property after Closing, and (ii) shall assume all Liabilities relating directly to the roof and those repairs; provided, that nothing in this Section 4.13 shall relieve Sellers from any Liability other than Liabilities solely and directly relating to the roof and the roof repairs undertaken by Buyer.
