Xxxxx Release. Promptly following the execution of this Agreement, the Company and Starboard shall jointly issue a mutually agreeable press release (the “Press Release”) announcing certain terms of this Agreement in the form attached hereto as Exhibit B. Prior to the issuance of the Press Release and subject to the terms of this Agreement, neither the Company (including the Board and any committee thereof) nor Starboard shall issue any press release or make public announcement regarding this Agreement or the matters contemplated hereby, except as required by law or the rules of any stock exchange, or with the prior written consent of the other Party. During the Standstill Period, neither the Company nor Starboard shall make any public announcement or statement that is inconsistent with or contrary to the terms of this Agreement, except as required by law or the rules of any stock exchange.
Xxxxx Release. Neither Seller nor Buyer shall issue any press release or other public announcement with respect to this Agreement to the press or the public without the prior written consent of the other (not to be unreasonably withheld, conditioned, or delayed). Notwithstanding the foregoing or the confidentiality provision set forth in Section 32, Seller and Buyer, or any direct parent entity of Seller or Buyer, may, without the prior consent of the other party, issue a press release or other public disclosure relating to this Agreement and the transactions contemplated hereby, as the disclosing party may determine is required under the Exchange Act, the Securities Act, the rules and regulations of the Securities Exchange Commission or any Securities Exchange, or other applicable laws, rules or regulations.
Xxxxx Release. In connection with the releases provided for in this Agreement, Releasors will expressly waive, release, acquit, and forever discharge to the fullest extent permitted by law and any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law. A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but Releasors expressly waive and fully, finally, and forever settle, release, acquit, and discharge, upon the Effective Date, any and all Released Claims against any and all Released Entities that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or through no fault whatsoever, and which, if known, would materially affect any Releasor’s decision to participate in the Agreement.
Xxxxx Release. Except for claims based on breach of the County’s representations herein, XXXX, for itself and LURA’s successors, lessees and assigns (collectively, “LURA’s Assigns”), hereby releases the County from, and waives, any and all claims and liabilities against the County for, related to, or in connection with, any prior or current environmental or physical condition of the Property (or the presence of any matter or substance relating to the environmental condition of the Property), including, but not limited to, claims and/or liabilities relating (in any manner whatsoever) to any hazardous, toxic or dangerous materials or substances previously or now located in, at, about or under the Property, or for any and all claims or causes of action (actual or threatened) based upon, in connection with, or arising out of, the Federal Comprehensive Environmental Response, Compensation, and Liability Act, as amended, and as it may be further amended from time to time, the Federal Resource Conservation and Recovery Act, as amended and as it may be further amended from time to time, the Colorado Hazardous Waste Act, as amended, and as it may be further amended from time to time, or any other claim or cause of action (including any federal- or state-based statutory, regulatory or common law cause of action) related to environmental matters or liability with respect to, or affecting, the Property. Upon Closing, XXXX and XXXX’x Assigns shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by LURA’s investigations, and upon Closing XXXX and XXXX’x Assigns shall be deemed to have waived, relinquished and released the County and its successors from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorney fees and court costs) of any and every kind or character, known or unknown, which XXXX or LURA’s Assigns might have asserted or alleged against the County, at any time by reason of or arising out of any latent or patent construction defects or physical conditions, violations of any applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters regarding the Property, with the exception of claims based on breach of the County’s express representations herein. XXXX acknowledges a...
Xxxxx Release. No party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other party, except that Purchaser shall have the right to make such announcements and disclosures without written approval of Seller to the extent necessary to comply with applicable law, comply with regulatory or exchange requirements or to enforce its rights hereunder.
Xxxxx Release. Promptly following the execution of this Agreement, the Company and Starboard shall jointly issue a mutually agreeable press release (the “Press Release”) announcing certain terms of this Agreement in the form attached hereto as Exhibit A. Prior to the issuance of the Press Release and subject to the terms of this Agreement, neither the Company (including the Board and any committee thereof) nor Starboard shall issue any press release or make any public announcement regarding this Agreement or the matters contemplated hereby without the prior written consent of the other Party. During the Standstill Period, neither the Company nor Starboard shall make any public announcement or statement that is inconsistent with or contrary to the terms of this Agreement.
Xxxxx Release. In consideration of the foregoing, the sufficiency of which is hereby acknowledged, and for other good and valuable consideration as set forth in this Agreement, Tyson on behalf of itself and each of its parents, shareholders, subsidiaries, affiliates, predecessors, successors, and assigns, or any other person who may claim an interest in the matters released hereby, and on behalf of each of their respective current and former officers, directors, managers, members, employees, agents and other representatives including their attorneys (collectively, the “Tyson Releasors”) hereby agrees to release, acquit, and forever discharge DF and Syntroleum, and anyone in privity with either of them, and their respective agents, servants, successors, heirs, assigns, employees, and all other persons, firms, corporations, subsidiaries, affiliates, associations or partnerships (“Released Entities”) of and from any and all demands, causes of action or liabilities related to or arising out of the Master License, the Site License (including, without limitation, a Process Guarantee or Performance Test), the Sales Agreement or the Service Agreements which were known, or should have been known, and could have been asserted as of May 31, 2012 in any legal or equitable proceedings or forum of any kind, including in any lawsuits of any kind, any and all formal or informal administrative or governmental proceedings of any kind, and any and all arbitration, conciliation, or mediation proceedings of any kind, regardless of the type of relief sought, regardless of the type of harm, injury or damage alleged or incurred, regardless of the legal or equitable basis for the relief sought, regardless of venue, forum or jurisdiction, and regardless of the asserted basis for the action or the type of conduct or misconduct alleged.
Xxxxx Release. The Stockholders and the Company shall have received a release, in form and substance from Xxxxxx Xxxxx, releasing them from all liabilities under the Personal Guaranty of the Stockholders included as part of the Xxxxx Documents.
Xxxxx Release. 11.3.1.Except as provided in Section 11.3.2, neither Party will issue a press release or public announcement relating to this Agreement without the prior written approval of the other Party (such approval not to be unreasonably withheld, conditioned or delayed), except that a Party may (a) once a press release or other public statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or -104- ***Confidential Treatment Requested other written statement without the further approval of the other Party, and (b) issue a press release or public announcement as required by Law based on the advice of counsel (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K or with respect to the achievement of a Development Milestone Event or Sales Milestone Event and the amount of, and receipt of, any Milestone Payment), including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that, with respect to clauses (a) and (b), the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11. In addition, Xencor may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided that (i) such press release does not identify the Licensed Antibody or Licensed Target, and (ii) otherwise complies with this Section 11.3.1.
Xxxxx Release. A. In consideration of the severance payments and additional benefits provided to Xxxx herein to which he would not otherwise have been entitled, Xxxx, individually, and as an officer, director, employee and shareholder of FBI and in all other capacities, does hereby fully and completely forever discharge, waive and release, and covenants not to xxx, FBI and its past, present and future employees, agents, representatives, officers, directors and shareholders, from and with respect to any and all actions, causes of action, claims, demands, damages, liabilities, costs, expenses and/or compensation of any kind and nature whatsoever (collectively and individually, “Claims”) on account of, or in any way growing out of, any and all known and unknown facts, circumstances or matters resulting from or related to (i) Xxxx’x employment with FBI; and/or (ii) the termination of Xxxx’x employment with FBI; provided, however, that this release does not relate to any claims for a breach or default by FBI of this Agreement and Release and/or the Option Agreements.
