Release of the Corporation Sample Clauses

Release of the Corporation. As a condition to receiving the severance payments and benefits described herein, (1) the Employee or, in the event of the Employee’s death or Disability, the Employee’s legal representative shall be required to execute and deliver to the Corporation a general release of all claims, including, but not limited to, claims for wrongful termination, for employment discrimination under Title VII of the Civil Rights Act of 1964, as amended, and claims under the Americans with Disabilities Act of 1990, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Civil Rights Act of 1866, the Family and Medical Leave Act of 1993, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974 and any equivalent state, local and municipal laws, rules and regulations, he or his estate or legal representatives may have against the Corporation and its Subsidiaries and Affiliates, and the officers, directors, shareholders and agents of each of them, in each case in such form as may be reasonably requested by the Corporation and (2) the Employee shall comply with any provisions of this Agreement that survive such termination. The provisions of this Section 4.7 shall survive any termination of this Agreement.
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Release of the Corporation. As partial consideration for receiving the grant of the Option set forth herein, the Participant, individually and on behalf of the Participant’s heirs and assigns, hereby releases, waives and discharges the Corporation and all persons that served as or are, whether past or present, directors, officers, shareholders, employees, partners, attorneys and agents of the Corporation, and the respective successors, heirs and assigns of any of the above described persons or entities (collectively, the “Released Persons”) from any and all claims, causes of action, losses, damages and liabilities of every kind and character, whether known or unknown, including any right to receive compensation or equity in the Corporation for services provided to the Corporation that the Participant may have or claim to have, in any way relating to or arising out of any event, act or omission occurring on or before the signing of this Agreement, including Claims arising by reason of the continued effects of any such events or acts, which occurred on or before the date of this Agreement (collectively, the “Released Claims”). The Participant hereby warrants that: (i) the Participant has all authority necessary to grant the foregoing release, waiver and discharge; and (ii) no assignment or transfer or other disposition of any type, whether voluntary or involuntary, has been made, or has occurred with respect to any Released Claim. The Participant understands and agrees that this release is intended to be interpreted in the broadest possible manner in favor of the Released Persons. In addition, the Participant covenants not to commence any suit, proceeding or action against the Corporation or any Released Person with respect to any Released Claim.
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Release of the Corporation. Xxxxx and Xxxxxx and 00 Xxxx Xxxxxx, XXX, xx behalf of themselves and each of their partners, officers, agents, controlling persons and affiliates, hereby releases the Corporation from any and all liability, responsibility, responsibility and claims arising out of or related to the condition (including the presence in the soil, air, structures and surface and subsurface waters, of hazardous substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state or local laws, regulations or guidelines, valuation, salability or utility of the Property, or its suitability for any purpose whatsoever except to the extent that such responsibility or liability is the result of the material inaccuracy of the Corporation’s representations in Article 5 of this Agreement.
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Release of the Corporation. The Corporation will be held harmless and released from any liability to any and all 5% Stockholders arising from its actions as escrow agent, except only for intentional misconduct. In performing its duties the Corporation will be entitled to rely, without any inquiry, upon the written advice of its tax counsel and other experts engaged by the Corporation. In the event that the Corporation requires further advice or comfort regarding action to be taken by it as escrow agent, it may deposit the Escrowed Stock at issue with a court of competent jurisdiction and make further transfers thereof in a manner consistent with the rulings of such court. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT -- __________ Custodian __________ TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right of survivorship and not as tenants under Uniform Gifts to Minors in common Act ___________________________ (State) Additional abbreviations may also be used though not in the above list. For value received, _________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE --------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------ Please print or typewrite name and address including postal zip code of assignee. ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ------------------------------------------------------------------------------------------------------------------------------------ Attorney to transfer the said stock on the books of the within-named Corporation (the" Corporatio...
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Release of the Corporation. The Seller shall deliver to the Corporation a general release on a standard Xxxxxxxx form, excepting only the Exceptions.
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Release of the Corporation. As a material inducement to the Corporation to enter into this Agreement, each Shareholder, on behalf of himself or itself and his respective marital community, hereby irrevocably and unconditionally releases and acquits the Corporation, its successors, assigns, subsidiaries, stockholders, directors, officers, agents and representatives (hereinafter, the "Releasees"), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred), of any nature whatsoever, known or unknown, suspected or unsuspected, arising under or in connection with or attributable to Article X of the Merger Agreement or the transactions contemplated thereby (including, without limitation, claims based on the Corporation's exercise of its rights under Section 10.6 of the Merger Agreement), which any Shareholder (or his marital community) now has, owns or holds, or claims to have, own or hold, or which any Shareholder (or his marital community) at any time heretofore had, owned or held, or claimed to have, own or hold, or which any Shareholder (or his marital community) at any time hereinafter may have, own or hold, or claim to have, own or hold, against each or any of the Releasees.
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Release of the Corporation. The Corporation is hereby discharged and released from all of its obligations and covenants under the Notes and the Trust Indenture.
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Related to Release of the Corporation

  • By the Corporation The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

  • Certificate of the Company Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:

  • Limited Guaranty of the Corporation The Corporation hereby guarantees performance of the Receiver’s obligation to indemnify the Assuming Institution as set forth in this Article XII. It is a condition to the Corporation’s obligation hereunder that the Assuming Institution shall comply in all respects with the applicable provisions of this Article XII. The Corporation shall be liable hereunder only for such amounts, if any, as the Receiver is obligated to pay under the terms of this Article XII but shall fail to pay. Except as otherwise provided above in this Section 12.7, nothing in this Article XII is intended or shall be construed to create any liability or obligation on the part of the Corporation, the United States of America or any department or agency thereof under or with respect to this Article XII, or any provision hereof, it being the intention of the parties hereto that the obligations undertaken by the Receiver under this Article XII are the sole and exclusive responsibility of the Receiver and no other Person or entity.

  • Duties of the Corporation a. The Corporation shall furnish to the Distributor copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Class C Shares, and this shall include, upon request by the Distributor, one certified copy of all financial statements prepared for the Corporation by independent public accountants. The Corporation shall make available to the Distributor such number of copies of the Fund's prospectus and statement of additional information as the Distributor shall reasonably request.

  • The Corporation This Agreement shall be binding upon the Corporation and inure to the benefit of the Corporation and its successors and assigns.

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Covenants of the Corporation (1) The Corporation covenants and agrees with the Underwriters that:

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Certificate of the Borrower Concurrently with the financial statements of the Borrower furnished to the Administrative Agent and to the Lenders pursuant to Sections 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements], a certificate (each a “Compliance Certificate”) of the Borrower signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of Exhibit 8.3.3.

  • Certificate of Incorporation of Surviving Corporation Effective at the Effective Time, the Certificate of Incorporation of the Company in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation without any amendment or modification as a result of the Merger.

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