Releases and Terminations Sample Clauses

Releases and Terminations. Effective as of the Fifth Amendment Effective Date (as defined below), (i) all mortgages, Liens, pledges, assignments and security interests in or on the Collateral (as defined in the Existing Credit Agreement) granted to the Collateral Agent for the benefit of the Secured Parties (each such term as defined in the Existing Credit Agreement) securing the Obligations pursuant to any Loan Paper (as defined in the Existing Credit Agreement) existing immediately prior to the Fifth Amendment Effective Date (collectively, the “Released Collateral”) shall be automatically released with no further action required by any party; provided that notwithstanding anything herein or in any Loan Paper to the contrary, the foregoing release of the mortgages, Liens, pledges, assignments or security interests granted to the Collateral Agent for the benefit of the Secured Parties (as each such term is defined in the Existing Credit Agreement) pursuant to the Loan Papers (as defined in the Existing Credit Agreement) is solely in connection with the Obligations owed under the Credit Agreement and Loan Papers and not any other mortgages, Liens, pledges, assignments or security interests at any time granted by the Company or any of its Subsidiaries in favor of JPMorgan Chase Bank, N.A. or any of its affiliates pursuant to any other document that was not a Loan Paper (as defined in the Existing Agreement), and (ii) each of the Aircraft Mortgages and the Mortgaged Aircraft Operating Agreement (as such terms are defined in the Existing Credit Agreement) and each other Loan Paper providing (or purporting to provide) for the grant of a mortgage, Lien, pledge, assignment or security interest in any of the Released Collateral existing immediately prior to the Fifth Amendment Effective Date securing the Obligations are hereby terminated, and all such security interests created thereby are hereby released and discharged.

Releases and Terminations. (a) (i) Dr. Comité, on behalf of herself, and all of her successors, heirs, assigns, benefit plans, plan trustees and plan administrators, past and present, and their attorneys, and all persons acting by, through, under or in concert with them or any of them and affiliated and/or associated companies, corporations, partnerships and organizations and all of their present and former employees, officers, directors, shareholders, partners, owners, agents, attorneys, assigns, representatives, contractors, contract employees, and each of them (the “Comité Parties”), do hereby finally, fully, and forever release and discharge the Company and its subsidiaries, affiliates, predecessors, successors, agents, representatives, officers, directors, employees, shareholders, insurers, heirs, assigns, benefit plans, plan trustees and plan administrators, past and present, and their attorneys, and all persons acting by, through, under or in concert with them or any of them (the “Company Parties”) from any and all causes of action, claims, suits, debts, liens, contracts, liabilities, agreements, costs, or demands for expenses or losses of any type, known or unknown (“Claims”), arising out of or relating to the Consulting Agreement, including without limitation any and all Claims made or raised or which could have been asserted by the Comité Parties. (ii) The Company, on behalf of itself and each of the Company Parties, does hereby finally, fully, and forever release and discharge the Comité Parties from any and all Claims arising out of or relating to the Consulting Agreement, including without limitation any and all Claims made or raised or which could have been asserted by the Company Parties. (b) The Parties expressly waive the provisions of Section 1542 of the California Civil Code which provides as follows: (c) Each Party hereby represents and warrants to and agrees with the other Party that such Party is the sole and lawful owner of all right, title, and interest in and to every Claim and every matter that such Party purports to release, and that such Party has not heretofore assigned or transferred, or purported or attempted to assign or transfer to any person, or entity, any Claims or other matters herein released. (i) Dr. Comité shall indemnify, defend and hold harmless each of the Company Parties from and against, and reimburse each of the Company Parties for any and all future Claims against such Company Parties arising out of or relating to such assignment or tra...

Releases and Terminations. Upon the effectiveness of this Amendment pursuant to Section 5 below, the Agent and the Lenders hereby acknowledge and agree that each of Edelman Shoe, Inc., Caleres International Corporation (f/k/a ▇▇▇▇▇ Shoe International Corp.) and ▇▇▇▇▇▇ ▇▇▇▇▇ & Co. (collectively, the “Released Borrowers”) shall be automatically released from their obligations and liabilities as Borrowers and Facility Guarantors under the Credit Agreement and the other Loan Documents without further action by any party hereto, and Caleres Canada (the “Released Guarantor”, and together with the Released Borrowers, individually, a “Released Loan Party”, and collectively, the “Released Loan Parties”) shall be automatically released from its obligations and liabilities as a Facility Guarantor under the Credit Agreement and the other Loan Documents without further action by any party hereto, and all liens, mortgages or charges upon, and security interests in, each Released Loan Party’s assets which have been granted as collateral to or in favor of the Agent under the Loan Documents shall automatically be deemed released, discharged and terminated without further action from any party, and the Loan Documents shall each be deemed amended to remove all references to the Released Loan Parties. The Borrowers or their designees (including, without limitation, the Agent) are authorized to file, register and/or record all collateral releases, termination statements (including all UCC termination statements and PPSA termination statements), security interest terminations and other terminations, releases or documents (including control agreement amendments) with the appropriate filing offices or recorder’s offices, as applicable, as may be necessary to release any security interests and liens held by the Agent in and to any of the Released Loan Parties’ assets which have been granted as collateral to the Agent or to effectuate, or reflect of public record, the release and discharge of any such security interests and liens as contemplated herein, and the Agent agrees to promptly execute any such documents. The Agent agrees, at the Lead Borrower’s expense, to execute such amendments to control agreements and other documents as are necessary or appropriate to effectuate such release, such amendments and documents to be in form and substance reasonably satisfactory to the Agent.

Releases and Terminations. Effective as of the Effective Time and subject to the satisfaction or waiver of the conditions contained in Section 1 hereof: (i) FFCA and ARHC, ARDC and AROC agree to deliver to each other appropriate instruments (a separate instrument for each of the Sites and one instrument for all of the Sites (other than with respect to the Retained Restaurants Loans and the ARHC Retained Loans)) in a form reasonably satisfactory to FFCA and ARHC, ARDC and AROC, effecting the Releases and the release of FFCA from all obligations to ARHC, ARDC and AROC under the Loan Documents which arise or accrue from and after the date of the RTM Closing; (ii) FFCA and ARHC agree that, upon receipt of evidence reasonably satisfactory to FFCA that all necessary landlord consents required to transfer to RTMOC the Assets comprising a Retained Restaurant have been obtained, to execute and deliver to each other appropriate instruments for each of the subject Sites in a form reasonably satisfactory to FFCA and ARHC releasing each other from their respective obligations under the promissory notes and the other Loan Documents relating to such Retained Restaurant Loan which arise or accrue from and after the date of such transfer (except that ARHC shall not be released from any payment obligation under the Loan Documents pertaining to such Retained Restaurant Loan that arose or accrued and was due and payable prior to the date of such transfer and any obligations under such Loan Documents in respect of third party claims that are based on facts and circumstances occurring prior to the date of such transfer; (iii) FFCA agrees that upon the consummation of the Assignments and Assumptions, and the execution and delivery by RTMOC and Arby's of license agreements as provided in Section 5.12 of the RTM Purchase Agreement (the "New Licenses") and the satisfaction or waiver of all of the conditions specified in Section 1, the ARHC License Agreements and the ARDC License Agreements (other than with respect to the Retained Restaurants) shall be terminated and cancelled and be of no further force or effect (the "License Agreement Termination") and the Collateral Assignments (other than with respect to the Retained Restaurants, until such time as such Retained Restaurant is transferred to RTMOC as contemplated herein) shall be terminated and cancelled and be of no further force and effect; (iv) FFCA agrees that upon the consummation of the Assignments and Assumptions and the satisfaction or waiver of al...