Mutual Releases and Waivers Sample Clauses

Mutual Releases and Waivers. Effective as of the consummation of the transactions contemplated by the Merger Agreement (the “Effective Time”), each of the Apollo Parties, the CSSE Parties, HPS, the RDBX Parties and Seaport, severally and not jointly, on behalf of itself and its respective Mutual Release Parties and its and their respective Subsidiaries, Affiliates, or any other Person claiming by, through or for the benefit of any of them, and each of their respective successors and assigns, hereby unconditionally, irrevocably and forever releases and discharges each of the other Mutual Release Parties, and each Party on behalf of itself and its respective Mutual Release Parties and its and their respective Subsidiaries, Affiliates, or any other Person claiming by, through or for the benefit of any of them, and each of their respective successors and assigns (including the RDBX Group Parties) hereby unconditionally, irrevocably and forever releases and discharges each of the former, current and future directors, officers, and managers of the RDBX Parties and CSSE, to the fullest extent permitted by applicable law, from all past and present Claims (other than any Excluded Claims) that such Party and its respective Mutual Release Parties ever had, now has or hereafter can, shall or may have, for, upon or by reason of any matter, action, inaction cause or thing whatsoever from the beginning of the world to the Effective Time arising out of or related to events, transactions, activity, circumstances or actions occurring or failing to occur, in each case, at or prior to the Effective Time, in each case that arise from or otherwise relate in any way to, in whole or in part, (i) the RDBX Group Parties (including the management, ownership, activities, failure to act or operation or activities thereof), (ii) the CSSE Group Parties (including the management, ownership, activities, failure to act or operation or activities thereof), (iii) indebtedness incurred by, or equity interests in, any of the RDBX Group Parties, or any merger, asset sale, equity issuance or other transaction involving any of the RDBX Group Parties, (iv) indebtedness incurred by, or equity interests in, any of the CSSE Group Parties, or any merger, asset sale, equity issuance or other transaction involving any of the CSSE Group Parties, (v) the Merger Agreement, including the formulation, preparation, negotiation or execution of any of the agreements or documents contemplated thereby or related thereto, or (vi) any other ac...
Sample 1Sample 2
AutoNDA by SimpleDocs
Mutual Releases and Waivers. SECTION 1. The Parties hereby confirm, acknowledge and agree that, effective as of the Termination Date, all of the Parties’ respective rights and obligations under the Collaboration Agreement, now or hereafter arising, including all claims of any kind, are hereby permanently terminated. Accordingly, as of the Termination Date, the Parties are hereby fully and unconditionally released and discharged from their obligations under the Collaboration Agreement as follows.
Sample 1Sample 2
Mutual Releases and Waivers. Section 4.1. Except for the obligations arising under this Agreement, each of the Companies hereby irrevocably relieves, releases and forever discharges Xxxxxx, his heirs, agents, representatives, employees, attorneys, and their respective successors and assigns, and each of them, of and from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses (including, but not limited to attorneys fees), damages, causes of action, and claims for relief, of whatever kind or nature, whether known or unknown, including, without limitation, those arising from or relating or incident to Xxxxxx'x employment by either of the Companies pursuant to the Employment Agreement or otherwise or activities in connection therewith. Section 4.2. Except for the obligations arising under this Agreement, Xxxxxx hereby irrevocably relieves, releases and forever discharges each of the Companies and their Affiliates, Pacific Capital Group, International Digital Investors, L.P., their directors, shareholders, partners, agents, representatives, employees, attorneys, and their respective successors and assigns, including but not limited to K. Xxxxxx Xxxxxxx, Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx Xxxxxxxx, Xxxx X. Xxxxxx, and each of them, of and from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses (including, but not limited to attorneys' fees), damages, causes of action, and claims for relief, of whatever kind or nature, whether known or unknown, including, without limitation, those arising from or relating or incident to Xxxxxx'x employment by either of the Companies pursuant to the Employment Agreement or otherwise or activities in connection therewith, or his ownership of the Warrants, or relating to Xxxxxx'x age, race, sex, religion, national origin, color, marital status, or any other category protected from discrimination under federal, state or local law.
Sample 1
Mutual Releases and Waivers. (a) Release By Cadence, et al. of Avant!, et al. Cadence, et al. hereby forever and completely release and discharge Avant!, et al. of and from any and all Claims, known or unknown, that Cadence, et al. (i) have made or could have made in the Lawsuit; (ii) had, have, or may have in the future against Avant!, et al. based on, arising out of, or relating to, conduct or events occurring, in whole or in part, before the Merger Date or, in the case of Igusa, before December 20, 2001, including but not limited to Claims that Cadence, et al. had, have, or may have in the future based on, arising out of, or relating to, the possession, use, or disclosure of Avant! Permitted Information and Avant! Restricted Information; provided that the past, current or future use of Avant! Restricted Information, shall not be released solely and exclusively to the extent of the remedies provided for in section 6(b) and section 6(d) of this Agreement, and provided further that Claims for patent infringement shall not be released but shall be limited to the extent provided for in section 6(h) and section 7 of this Agreement. Notwithstanding the foregoing, the releases in this subparagraph do not apply to any Claims, known or unknown, arising out of or related to Igusa’s current employment with Cadence or the negotiation thereof or, as against Igusa only, rights Cadence may have arising out of or related to the acquisition of Silicon Perspective Corp. by Cadence.
Sample 1
Mutual Releases and Waivers. 1.1 In consideration of the terms and provisions of this Agreement, including, without limitation the general releases and waivers given by the Company herein, the Executive, on behalf of himself and his related individuals and entities, if any, including, but not limited to, any successors, heirs, assignees, affiliates and partners, and any and all other related individuals and entities, if any, and each of them, shall and does hereby forever relieve, release and discharge the Company, and its respective predecessors, successors, heirs, assignees, owners, shareholders, representatives, affiliates, parent corporations, subsidiaries (whether or not wholly owned), divisions and partners, and their respective officers, directors, agents, employees, servants, executors, administrators, accountants, insurers, attorneys, and any and all other related individuals and entities, if any (the "Cinergi Parties"), from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and expenses (including, but not limited to, attorneys' fees), damages, actions and causes of action, of whatever kind or nature, including, without limitation, any statutory, civil or administrative claim, or any claim, arising out of acts, whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or concealed, based on, arising out of, related to or connected with the Employment Agreement, the employment of the Executive on behalf of the Company and its subsidiaries, the termination of such employment and any other dealings of any kind between the Executive and the Company and/or its subsidiaries occurring on or prior to the date hereof (collectively referred to herein as the "Claims") and any and all facts in any manner arising out of, related or pertaining to or connected with those Claims, including, but not limited to, any claims arising from rights under federal, state, and local laws relating to the regulation of federal or state tax payments or accounting, federal or state laws which prohibit discrimination on the basis of race, national origin, religion, sex, age, marital status, handicap, perceived handicap, ancestry, sexual orientation, or any other form of discrimination, or laws such as workers' compensation laws, which provide rights and remedies for injuries sustained in the workplace or any common law claims of any kind, including, but not limited to, contract, tort, and property rights including, but not limited...
Sample 1
Mutual Releases and Waivers 
Sample 1Sample 2Sample 3See All (5)

Related to Mutual Releases and Waivers

  • RELEASES AND WAIVERS Each of the releases and waivers enumerated in this Article 5 shall become effective only upon the Closing of the contribution and exchange of the Participating Entity Interests pursuant to Articles 1 and 2 herein.

  • Amendments, Waivers and Releases Neither this Agreement nor any other Credit Document, nor any terms hereof or thereof, may be amended, supplemented or modified except in accordance with the provisions of this Section 13.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent and/or the Collateral Agent may, from time to time, (a) enter into with the relevant Credit Party or Credit Parties written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Credit Parties hereunder or thereunder or (b) waive in writing, on such terms and conditions as the Required Lenders or the Administrative Agent and/or Collateral Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that each such waiver and each such amendment, supplement or modification shall be effective only in the specific instance and for the specific purpose for which given; and provided, further, that no such waiver and no such amendment, supplement or modification shall:

  • Mutual Releases (a) Effective upon the Settlement Effective Time, the TERP Parties, for themselves and on behalf of their respective trustees, executors, estates, heirs and assigns (the “TERP Releasing Parties”) hereby fully and forever release, discharge and acquit SunEdison and SunEdison’s trustees, executors, estates, heirs and assigns, and each of their respective current and former partners, agents, officers, directors, employees, representatives, attorneys, successors and predecessors, in each case solely in their capacities as such (other than TERP and GLBL) (the “SunEdison Released Parties”) from any and all claims, actions, suits, debts, covenants, contracts, controversies, agreements, promises, judgments, executions, rights, damages, costs, expenses, claims, and any and all demands and causes of action of every kind, nature and character whatsoever, at law or in equity, whether based on contract (including, without limitation, quasi contract or estoppel), statute, regulation, tort (including, without limitation, intentional torts, fraud, misrepresentation, defamation, breaches of fiduciary duty, recklessness, gross negligence, willful misconduct or negligence) or otherwise, accrued or unaccrued, known or unknown, matured, unmatured, liquidated or unliquidated, certain or contingent (collectively, “Claims”), that the TERP Releasing Parties ever had, now have or may hereafter have against the SunEdison Released Parties for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world through the Settlement Effective Time, including but not limited to the TERP Claims; provided that the TERP Releasing Parties do not release, discharge or acquit the SunEdison Released Parties from (i) any Claim to enforce, or for damages for breach of, this Agreement, the Jointly Supported Transaction Agreement, the Voting and Support Agreement, any agreement not rejected or terminated pursuant to Section 2(c) and 2(e), or any other contract, instrument, release or other agreement or document created or entered into in connection with this Agreement or the Jointly Supported Transaction, or (ii) the Preserved Comprehensive Unsecured Claim and the Preserved DE Shaw Unsecured Claim or (iii) any Claim against any direct or indirect subsidiary of SunEdison Inc that is not a SunEdison Party and that commences any action or proceeding with respect to a Claim against a TERP Released Party (as defined below) other than a Claim described in the proviso in Section 4(b)(i) below.

  • Mutual Release of Claims For the purposes of this Paragraph 3, "PANAMCO" shall include PANAMCO LLC, Panamerican Beverages, Inc., and any parent companies, subsidiaries, related or affiliated entities, and their respective owners, directors, officers, agents, and employees. SANCHEZ-LOAEZA knowingly and voluntarily waives any and all known xxx xxxxxxx xxghts and claims that he has or may have against PANAMCO as of the date SANCHEZ-LOAEZA signs this Agreement, including but not limited tx xxx xxxxx(x) under: o The National Labor Relations Act; o Title VII of the Civil Rights Act of 1964; o Sections 1981 through 1988 of Title 42 of the United States Code; o The Employee Retirement Income Security Act of 1974; o The Immigration Reform and Control Act of 1986; o The Americans with Disabilities Act of 1990; o The Fair Labor Standards Act; o The Age Discrimination in Employment Act of 1967; o The Older Workers Benefit Protection Act; o The Equal Pay Act of 1963; o The Occupational Safety and Health Act; o The Family and Medical Leave Act of 1993; o Any other federal, state or local civil or human rights law or any other federal, state or local law, regulation or ordinance; or o Any public policy, contract, or common law claims, including any tort claims (e.g., negligent or intentional infliction of emotional distress, defamation, assault, battery, false imprisonment, wrongful termination, etc.) whether based on common law or otherwise. PANAMCO hereby knowingly and voluntarily waives any and all known and unknown rights and claims that it has or may have against SANCHEZ-LOAEZA (including his heirs, assigns, agents, and represenxxxxxxx) xx xx the date PANAMCO signs this Agreement, including but not limited to any claim(s) under any federal, state or local law regulation or ordinance or any public policy, contract, or common law claims, including any tort claims. This waiver also bars any claim or demand for costs, fees, or other expenses including attorney's fees incurred in connection with any of the above-referenced claims. The listing of claims waived in this Section 3 is intended to be illustrative rather than exhaustive. Thus, SANCHEZ-LOAEZA and PANAMCO acknowledge and agree that this Agreemexx xxxxxxxxxxx a full and final bar to any and all claims of any type that they now have against each other.

  • Consents Amendments and Waivers Any term of this Agreement may be amended, and the observance of any term hereof may be waived (either generally or in a particular instance), only with the written consent of the 63% in Interest Purchasers and the written consent of the Company. Any amendment or waiver effected in accordance with this Section 8.8 shall be binding upon each of the parties hereto.

  • CONSENTS, AMENDMENTS, WAIVERS, ETC Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, the other Loan Documents or any other instrument related hereto or mentioned herein may be amended, and the performance or observance by the Borrower or any of its Subsidiaries of any terms of this Credit Agreement, the other Loan Documents or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Borrower and the written consent of the Majority Banks. Notwithstanding the foregoing, a decrease in the rate of interest on the Notes (other than interest accruing pursuant to (S)6.11.2 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto), the amount of the Commitments of the Banks (other than increases which are contemplated by (S)20.1.2 hereof), and the amount of the Commitment Fee or Letter of Credit Fees hereunder may not be reduced without the written consent of the Borrower and the written consent of each Bank affected thereby; the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date may not be postponed, no date fixed for payment may be postponed and the amount of any scheduled payment may not be reduced without the written consent of each Bank affected thereby; this (S)27 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; all or substantially all of the Collateral (except if the release or disposition of such Collateral is permitted or provided for in the provisions of (S)10.5.2 hereof) may not be released without the written consent of all of the Banks; and the amount of the Agent's Fee or any Letter of Credit Fees payable for the Agent's account and (S)16 may not be amended without the written consent of the Agent. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of the Agent or any Bank in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances.

  • Mutual Release The Executive, for himself, his heirs, personal representatives and assigns, and any other person or entity that could or might act on behalf of him, including, without limitation, his counsel (all of whom are collectively referred to as “Executive Releasers”), and the Company, its parents, divisions, subsidiaries, affiliates, and each of their past and present officers, agents, directors, executives, shareholders, independent contractors, attorneys and insurers (all of whom are collectively referred to as “Company Releasers), hereby fully and forever release and discharge each other of and from any and all actions, causes of action, claims, demands, costs and expenses, including attorneys’ fees, of every kind and nature whatsoever, in law or in equity, whether now known or unknown, that each Releaser, or any person acting under any of them, may now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of time through the date of execution of this Agreement, including but not limited to, any claim in connection with the Executive’s employment relationship with the Company, or the termination thereof, without regard to present actual knowledge of such acts or omissions, including specifically, but not by way of limitation, matters which may arise at common law, such as breach of contract, express or implied, promissory estoppel, wrongful discharge, tortious interference with contractual rights, infliction of emotional distress, defamation, or under federal, state or local laws, that may be legally waived and released such as the Fair Labor Standards Act, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Americans with Disabilities Act; EXCEPT for the rights and obligations created by this Agreement AND EXCEPT for any vested rights under any pension, retirement, profit sharing, health and welfare or stock option, or similar plan. Each party hereby warrants that it or he has not assigned or transferred to any person any portion of any claim which is released, waived and discharged above. The Executive further warrants that except as he has reported to the Company before the Separation Date, he has not experienced any illness, injury, or disability compensable or recoverable under the worker’s compensation laws of any state. The Executive further represents and warrants that he has been given at least 21 days to review and consider his rights and obligations under this Agreement (although he may voluntarily choose to sign this Agreement earlier) and he may revoke this Agreement within the seven (7) day period following his execution of this Agreement. Each party specifically represents that it or he has had a full and fair opportunity to consult with counsel of its or his own choosing concerning the agreements, representations, and declarations set forth in this Agreement. Each party understands and agrees that by signing this Agreement it or he is giving up its or his right to bring any legal claim against the other party concerning, directly or indirectly, the Executive’s employment relationship with the Company, including the Executive’s separation from employment. Each party agrees that this legal release is intended to be interpreted in the broadest possible manner in favor of the other party, to include all actual or potential legal claims that one party may have against the other, except as specifically provided otherwise in this Agreement. Notwithstanding any other provision of this Agreement, this release shall not waive or in any way limit or otherwise affect the Executive’s rights, if any, to indemnification and/or defense in connection with any claim that may be asserted against the Executive as a consequence of his employment with the Executive, whether such rights arise under the Company’s articles of incorporation, bylaws, insurance contracts or otherwise. Specifically, the Company shall indemnify and hold the Executive harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, in the event the Executive was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.

Time is Money Join Law Insider Premium to draft better contracts faster.