Releases and Indemnification Clause Samples
Releases and Indemnification. As further consideration for the transactions contemplated hereby, the parties agree as follows:
(a) At the Stage I Closing, without further action by the parties, CS Wireless shall release and forever discharge Heartland, its subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all actions claims, liabilities, damages, demands, responsibility and accountability of every nature whatsoever ("Claims"), whether known or unknown, which CS Wireless ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against Heartland arising out of that certain Administrative Services Agreement dated as of February 23, 1996 (the "Services Agreement") by and between Heartland and CS Wireless, including, without limitation, CS WIRELESS SYSTEMS, INC. V. HEARTLAND WIRELESS COMMUNICATIONS, INC.; CAUSE NO. 98-CI-15104; ▇▇▇{▇▇} ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, from the beginning of the world to the Stage I Closing Date, or which CS Wireless may from and after the Stage I Closing Date have against Heartland by reason of any matter, act, omission, cause or event arising solely out of the Services Agreement, which has occurred or which has been done or suffered to be done before the Stage I Closing Date. CS Wireless hereby agrees to withdraw, with prejudice, CS WIRELESS SYSTEMS, INC. V. HEARTLAND WIRELESS COMMUNICATIONS, INC.; CAUSE NO. 98-CI-15104; ▇▇▇{▇▇} ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, TEXAS on or before the Stage I Closing.
(b) At the Stage I Closing, without further action by the parties, Heartland shall release and forever discharge CS Wireless, its subsidiaries, affiliates, stockholders, officers, directors, agents, employees, successors and assigns from any and all Claims, whether known or unknown, which Heartland ever had, then has or may have for, upon or by reason of any matter, cause or thing whatsoever against CS Wireless arising out of the Services Agreement and any Claim capable of being asserted in connection therewith from the beginning of the world to the Stage I Closing Date, or which Heartland may hereafter have against CS Wireless by reason of any matter, act, omission, cause or event arising solely out of the Services Agreement, which has occurred or which has been done or suffered to be done before the Stage I Closing Date.
(c) At the Stage I Closing, without further action by the parties, each of the parties hereto shall release and forever discharges the ot...
Releases and Indemnification. Lessee hereby releases, forever discharges, indemnifies, and saves Mentor harmless from and against any and all liabilities, damages, injuries, actions, causes of action, claims, demands, costs (including, but not limited to, court costs and attorney’s fees) and expenses directly or indirectly arising from or related to occupation of the premises.
Releases and Indemnification. 50 H. DISCHARGE, TERMINATION, INJUNCTION AND SUBORDINATION RIGHTS....................................................
Releases and Indemnification. Release of Pre-Distribution Claims 13 Section 5.2 Indemnification by MPI 14 Section 5.3 Indemnification by Myriad 14 Section 5.4 Reduction for Insurance Proceeds and Other Recoveries 14 Section 5.5 Procedures For Indemnification of Third Party Claims 15 Section 5.6 Additional Matters 15 Section 5.7 Survival of Indemnities 16
Releases and Indemnification. It is acknowledged by the parties hereto that Sellers, prior to the date hereof, have either personally guaranteed or joined with the Company as a co-obligor under the leases, debt instruments, and other obligations hereinafter set forth. In connection with each such referenced lease, debt instrument, or other obligation, Buyer agrees as follows:
Releases and Indemnification. The release and indemnification provisions contained in the Modified Plan are approved in all respects. As further provided in Section III.H below, the commencement or prosecution by any entity, whether directly, derivatively or otherwise, of any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities released pursuant to Section 5.12 of the Modified Plan are permanently enjoined.
Releases and Indemnification. (a) By Each Party. For value received, each Party for himself and for each and all of his past, present, and future predecessors, successors, assigns, affiliates, licensees, transferees, principals, servants, agents, partners, associates, officers, directors, employees, representatives, shareholders, attorneys, insurers, legal representatives, descendants, dependents, heirs, executors, administrators, and all other persons (collectively, the "Successors in Interest") hereby and forever releases and discharges and agrees to indemnify and hold harmless each other Party and each and all of each other Party's Successors in Interest, from any and all claims, demands, liens, causes of action, suits, obligations, controversies, debts, costs, expenses, damages, judgments, and orders of whatever kind or nature, in law, equity, or otherwise, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which have existed, do presently exist, or may exist, relating to the Partnership or its activities, assets, liabilities, or partners, other than the obligations to the Retiring Partner set forth in this Agreement.
Releases and Indemnification. (a) In further consideration of the obligations of ▇▇▇▇▇ set forth in this Agreement, Foilmark, on behalf of its predecessors, successors, assigns, subsidiaries, officers, directors, shareholders, employees, agents and representatives (hereinafter the "RELEASORS"), hereby releases and forever discharges ▇▇▇▇▇, his representatives, agents, heirs, successors, assigns, and estate, (hereinafter the "RELEASEES") and agrees to indemnify him and them and hold him and them harmless from any and all actions or causes of action, suits, claims, complaints, contracts, liabilities, agreements, promises, debts and damages, whether existing or contingent, known or unknown, which the RELEASORS or any other person or entity has, had, or ever had against any of the RELEASEES or any of them, including without limitation any action taken or not taken by ▇▇▇▇▇ as a director, officer, stockholder or employee of Foilmark, Franklin, or Kensol Olsenmark, Inc. from the beginning of this world to the present, and any obligation arising out of the closing documentation relating to the sale of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Pacific Machine and Manufacturing Company, Inc., and various machinery to Foilmark or its predecessor on or about February 21, 1992.
(b) In consideration of the promises and agreements of Foilmark herein contained, ▇▇▇▇▇, on behalf of himself, his heirs, administrators and assigns, hereby releases and forever discharges Foilmark, its officers, directors, subsidiaries, successors and assigns from any and all actions, causes of action, suits, claims, complaints, contracts, liabilities, agreements, promises, debts, damages, whether existing or contingent, known or unknown, which ▇▇▇▇▇ has had or ever had against Foilmark or any of the foregoing persons arising out of or relating to his Employment Agreement. Nothing in this paragraph 10 shall be deemed to release Foilmark from its obligations under this Non-Competition Agreement.
Releases and Indemnification. 4.1. On the date hereof, Sagemark and its subsidiary corporations, as releasors, shall execute and deliver to Messrs. DeLape and Young, as releasees, ▇▇▇▇▇al releases and covenants not to sue with respect to all claims ▇▇▇ causes of action (except to the extent specified therein) relating to all transactions and activities of or in connection with Sagemark from the beginning of the world through the date hereof, in the form annexed hereto as Exhibit C. Such release and covenant not to sue shall also include, as rele▇▇▇es thereunder, Benchmark, Benchmark Merchant Partners, L.P., Technology Acquisitions, Ltd., Sagemark Management, LLC ("SML"), Naeem Fayyaz, Jones, Larry St. ▇▇▇▇▇▇ ▇▇▇ ▇on▇▇▇ ▇▇▇▇▇ (▇OLLEC▇▇▇▇▇▇, THE "▇▇▇▇▇▇▇▇▇▇").
4.2. On the date hereof, Messrs. DeLape and Young and the Affili▇▇▇▇, as releasors, shall execute and deliver to Sagemark, SIS Capital Corp., Edward Bright and Shapiro as re▇▇▇▇▇▇▇, ▇▇▇▇ral r▇▇▇▇▇▇▇ and covenants not to sue with respect to all claims ▇▇▇ causes of action (except to the extent specified therein) relating to all transactions and activities of or in connection with Sagemark from the beginning of the world through the date hereof, in the form annexed hereto as Exhibit D.
4.3. Sagemark hereby agrees to indemnify and hold harmless each of Messrs. DeLape, Young and Jones (THE "I▇▇▇▇▇▇TE▇▇") from ▇▇▇ ▇osses, claims, causes of action, damages, liabilities, costs and expenses (including legal fees and expenses) (THE "LOSSES") which may be hereafter asserted against or incurred by them and which relate, directly or indirectly, to their prior services as officers and/or directors of Sagemark and/or its subsidiary corporations and to their consulting services as provided in Sections 1.2 and 1.3 hereof (exclusive of all Losses arising from any non-performance of the consulting services of Messrs. DeLape and Young thereunder), t▇ ▇▇▇ fullest extent permitted by Sections 722, 723 and 725 of the Business Corporation Law of the State of New York, Sagemark's Certificate of Incorporation and By-Laws and the applicable provisions of the Employment Agreements. It is hereby agreed that with respect to the foregoing as it relates to indemnification for consulting services, such indemnification shall be provided to Messrs. DeLape and Young pursuant to su▇▇ ▇▇▇tute ▇▇▇ ▇overning instruments of Sagemark as if such individuals were officers of Sagemark. Such indemnification shall include the advancement and reimbursement by Sagemark of all le...
Releases and Indemnification. Contractor hereby releases and shall indemnify, defend, and hold harmless the City of Sarasota, its elected officials, officers, agents, employees, authorized representatives, successors, and assigns from and against any and all suits, actions, legal or administrative proceedings, claims, debts, demands, damages, liabilities, injuries, obligations, losses, judgments, charges, interest, attorneys' fees, costs, causes of action of every kind and character, whether in law or equity, and expenses of every kind or nature, whether arising before or after the termination of this Agreement and in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part, or claimed to be caused, occasioned, or contributed to in whole or in part, by reason of any act, omission, fault or negligence whether active or passive of Contractor, its officers, employees, agents, subcontractors or of anyone acting under its direction or control or on its behalf in connection with or incidental to this Agreement.