Release Contract Clauses (2,789)

Release. (a) As of the Effective Date, the Driver Parties, and each of them, permanently, fully and completely release, acquit and discharge the Corporation, and the Corporation's subsidiaries, joint ventures and partnerships, successors, assigns, officers, directors, partners, members, managers, principals, predecessor or successor entities, agents, employees, shareholders, auditors, advisors, consultants, attorneys, insurers, heirs, executors, administrators, successors and assigns of any such Person (...in each case, and in their capacities as such) (collectively, the "Corporation's Affiliates"), jointly or severally, of and from any and all claims, demands, damages, causes of action, debts, liabilities, controversies, judgments, and suits of every kind and nature whatsoever, direct or derivative, foreseen, unforeseen, known or unknown, that the Driver Parties or any of them have had, now have, or may have against any of the Corporation and/or the Corporation's Affiliates, collectively, jointly or severally, at any time prior to and including the Effective Date, including, but not limited to, any and all claims arising out of or in any way whatsoever related to the Driver Parties' involvement with the Corporation (the "Release"); provided, however, that the Release shall be void if a court finds in a final, non-appealable order that the Corporation materially breached this Agreement with such material breach not capable of being cured. 6 (b) The Driver Parties each acknowledge that as of the time of the Effective Date, the Parties may have claims against the Corporation that a Driver Party does not know or suspect to exist in his, her, or its favor, including, but not limited to claims that, had they been known, might have affected the decision to enter into this Agreement, or to provide the Release set forth in this Section 5. In connection with any such claims, the Driver Parties agree that they intend to waive, relinquish, and release any and all provisions, rights, and benefits any state or territory of the United States or other jurisdiction that purports to limit the application of a release to unknown claims, or to facts unknown at the time the Release was entered into. In connection with this waiver, the Driver Parties acknowledge that they, or any of them, may (including after the Effective Date) discover facts in addition to or different from those known or believed by them to be true with respect to the subject matter of the Release set forth in this Section 5, but it is the intention of the Driver Parties to complete, fully, finally, and forever compromise, settle, release, discharge, and extinguish any and all claims that they may have against the Corporation, known or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, that now exist or previously existed, without regard to the subsequent discovery of additional or different facts. The Driver Parties acknowledge that the foregoing waiver is a key, bargained-for element to this Agreement and the Release that is part of it. (c) The Release provided for in this Section 5 is intended to be broad, and this breadth is a bargained-for feature of this Agreement. Despite this, the Release provided for in this Section 5 is not intended to, and does not, extend to any Party's obligations under this Agreement. 7 6. Voluntary Dismissal of Litigation. In consideration of the terms set forth in this Agreement, including but not limited to the Release set forth in Section 5 the: (a)Driver Parties shall voluntarily dismiss with prejudice any and all claims asserted in any actions currently pending against the Corporation or the Corporation's Affiliates in their entirety, including, but not limited to, the cases currently pending in the Court of Common Pleas of York County, Pennsylvania at Docket No. 2021-SU-002359 and the United States District Court for the Middle District of Pennsylvania at Docket No. 1:22-cv-00399-JPW; and (b) dismissal of such litigation will provide that each Party shall bear its own costs, and will include no admission of any factual or legal matter concerning any issue in the litigation or in the Driver Parties' involvement with the Corporation, or of any liability of one to the other. View More

Release. Borrower and each Guarantor, individually and collectively, hereby release, acquit, waive, and forever discharge Lender, and each and every past and present subsidiary, affiliate, stockholder, officer, director, agent, servant, employee, representative, and attorney of Lender, from any and all claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys' fees) of any kind, character, or nature whatsoever, known or unknown, fixe...d or contingent, which Borrower or any Guarantor may have or claim to have now or which may hereafter arise out of or connected with any act of commission or omission of Lender existing or occurring prior to the date of this Agreement or any instrument executed prior to the date of this Agreement including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the Note. Borrower and each Guarantor, individually and collectively, waive any claim contesting the existence and the adequacy of the consideration given with respect to this Agreement. View More

Release. 2.1 Allarity/Smerud. In consideration of the covenants, agreements and undertakings of Allarity and Smerud under this Agreement, each of Allarity and Smerud, on behalf of itself and its respective present and former parents, subsidiaries, Affiliates, officers, directors, shareholders, members, successors and assigns (collectively, "Releasors") hereby releases, waives and forever discharges the other Party and its respective present and former direct and indirect, parents, subsidiaries, Affiliate...s, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, "Releasees") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, "Claims"), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Effective Date arising out of or relating to the 2020 Sublicense Agreement, including any breach thereof, and including with respect to any obligation to pay for any Prior Work as defined therein and contemplated under Section 13.2(d) of the 2020 Sublicense Agreement; it being understood and agreed that for clarity, Sections 3 and 4 are each excluded from the scope of the Claims under this Section 2.1. 2 2.2 Allarity/LiPlasome. In consideration of the covenants, agreements and undertakings of Allarity and LiPlasome under this Agreement, each of Allarity and LiPlasome, on behalf of itself and its respective present and former parents, subsidiaries, Affiliates, officers, directors, shareholders, members, successors and assigns (collectively, "Head License Releasors") hereby releases, waives and forever discharges the other Party and its respective present and former direct and indirect, parents, subsidiaries, Affiliates, employees, officers, directors, shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, "Head License Releasees") of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, "Head License Claims"), which any of such Head License Releasors ever had, now have, or hereafter can, shall, or may have against any of such Head License Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Effective Date arising out of or relating to the LiPlaCis Head License Agreement, including any breach thereof; it being understood and agreed that the obligation of Allarity to make the payment required under Section 1.2 and, for clarity, Section 4 are each excluded from the scope of the Head License Claims under this Section 2.2. View More

Release. Upon payment of the Indebtedness, Lender shall discharge this Security Instrument. Borrower shall pay Lender's reasonable costs incurred in discharging this Security Instrument.

Release. (a) Loan Parties acknowledge that Bank would not enter into this Amendment without Loan Parties' assurance hereunder. Except for the obligations arising hereafter under the Loan Agreement, Loan Parties hereby absolutely discharge and release Bank, any person or entity that has obtained any interest from Bank under the Loan Agreement and each of Bank's and such entity's former and present partners, stockholders, officers, directors, employees, successors, assignees, agents, and attorneys from any... known or unknown claims which Loan Parties now have against Bank of any nature, including any claims that Loan Parties, their successors, counsel, and advisors may in the future discover they would have now had if they had known facts not now known to them, whether founded in contract, in tort, or pursuant to any other theory of liability, including but not limited to any claims arising out of or related to the Loan Agreement or the transactions contemplated thereby. (b) The provisions, waivers, and releases set forth in this Section are binding upon Loan Parties' shareholders, members, agents, employees, assigns, and successors in interest. The provisions, waivers, and releases of this Section shall inure to the benefit of Bank and its agents, employees, officers, directors, assigns, and successors in interest. (c) Loan Parties warrant and represent that Loan Parties are the sole and lawful owners of all right, title and interest in and to all of the claims released hereby, and Loan Parties have not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any person any such claim or any portion thereof. Loan Parties shall indemnify and hold harmless Bank from and against any claim, demand, damage, debt, liability (including payment of attorneys' fees and costs actually incurred whether or not litigation is commenced) based on or arising out of any assignment or transfer. (d) The provisions of this Section shall survive payment in full of the Obligations, full performance of all of the terms of this Amendment and the Loan Agreement, and/or Bank's actions to exercise any remedy available under the Loan Agreement or otherwise. View More

Release. The Credit Parties represent and warrant that they are not aware of any claims or causes of action against the Lender or any of its affiliates, or their respective successors or assigns, and that they have no defenses, offsets or counterclaims with respect to any Obligations owed by the Credit Parties to the Lender. Notwithstanding this representation and as further consideration for the agreements and understandings herein, each of the Credit Parties, on behalf of themselves and their employees..., agents, executors, heirs, successors and assigns, do hereby release the Lender, its predecessors, officers, directors, employees, agents, attorneys, affiliates, subsidiaries, successors and assigns, from any liability, claim, right or cause of action which now exists or hereafter arises as a result of acts, omissions or events occurring on or prior to the date hereof, whether known or unknown, including but not limited to claims arising from or in any way related to the Obligation, the Restated Financing Agreement, the Transaction Documents or the business relationship between any of the Credit Parties and the Lender, and any claims asserted or which could have been asserted by any of the Credit Parties in connection with the Obligations, the Restated Financing Agreement or any other Transaction Document. [Intentionally left blank. Signature page follows.] View More

Release. A Participant will not be entitled to any benefits under the Plan unless, at the time of the Participant's Qualifying Termination, he or she executes and does not subsequently revoke the release provided in Exhibit A, releasing the Company, its affiliates, subsidiaries, shareholders, directors, officers, employees, representatives, and agents and their successors and assigns from any and all employment-related claims the Participant or his or her successors and beneficiaries might then have agai...nst them (excluding any claims the Participant might then have under the Plan or any employee benefit plan sponsored by the Company). The release will be substantially in the form that is attached as Exhibit A to the Plan. 6.2. Time Limit for Providing Release. A Participant will execute and submit the release to the Company within 21 days after the date the release is presented to the Participant. With respect to any payment under the Plan that is subject to Section 409A, if payment is otherwise due prior to the latest date on which the release may become irrevocable and the period between separation from service and such date spans two calendar years, payment shall be made in the second of those two years. View More

Release. (a) Effective upon receipt by each Party of all consideration due to him pursuant to Section 1 hereof, the Parties, on behalf of itself and each of its representatives, agents, affiliates, successors, predecessors, attorneys, heirs, executors, administrators, agents and assigns, and each and all of them, fully release and forever discharge each other, each of its former and current principals, officers, members, managers, directors, shareholders, employees, representatives, agents, parents, subs...idiaries, affiliates, successors, predecessors, attorneys, heirs, executors, administrators, agents and assigns, and each and all of them, as applicable, of and from any and all claims, debts, rights, liabilities, damages, costs, expenses, attorneys' fees, causes of action, lawsuits, arbitrations, loss of use and loss of services of every kind, nature, or description, whether known or unknown, suspected or unsuspected, which previously existed, now exist, or may exist hereafter, accruing, occurring or arising from or in any way related to the Share Acquisition Agreement, the transfer of the Disposal Group, the operation and business of the Company and the Disposal Group (including without limitation, all amounts due from the Disposal Group to the Company), and the performance and other conduct of the Parties in connection with the operation and business of the Company and or its subsidiaries, whether based on tort, contract, statute, insurance policy, or other theory of recovery, and whether for compensatory or punitive damages, including attorneys' fees and costs, as well as statutory sanctions, which the Parties ever had against each other or now have against each other including, but not limited to, defamation, intentional infliction of emotional distress, interference with contract, impairment of economic opportunity, breach of promise, conspiracy, fiduciary breach, declaratory relief, prohibited transactions, fraud, misrepresentation, and retaliation. All of the foregoing released matters are hereinafter collectively referred to as the "Released Matters." (b) The releases set forth above are not intended to, and shall not, extend to or otherwise release or discharge any rights, privileges, benefits, duties, or obligations of any of the Parties by reason of, or otherwise arising under, (i) this Agreement, (ii) Dr. Lee's right to seek indemnification from the Company pursuant to this Agreement or any existing indemnification agreement with the Company, or (iii) with regard to any director and officer insurance policy covering Dr. Lee. (c) The Parties, and each of them, acknowledge that they may hereafter discover facts different from, or in addition to, those which they now believe to be true with respect to any and all of the Released Matters, including without limitation, unknown or unanticipated claims which, if known or anticipated, on the date of execution of this Agreement, might have materially affected such Party's decision to execute this Agreement. Each of the Parties acknowledges and agrees that by reason of the mutual general release set forth above, they are assuming the risk of such unknown claims and agree that this Agreement shall apply thereto. Nevertheless, the Parties hereto, and each of them, hereby agree that each of the releases set forth above shall be and remain effective in all respects, notwithstanding the discovery of such different or additional facts. View More

Release. The Borrower hereby releases and forever discharges the Lender and its successors, assigns, directors, officers, agents, employees and participants from any and all actions, causes of action, suits, proceedings, debts, sums of money, covenants, contracts, controversies, claims and demands, at law or in equity, which the Borrower ever had or now has against the Lender or its successors, assigns, directors, officers, agents, employees or participants by virtue of the Lender's relationship to the B...orrower in connection with the Loan Documents and the transactions related thereto 6. Reference to and Effect on the Loan Documents. (a) From and after the date of this Amendment, each reference in: (i) the Original Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Original Agreement, and each reference to the "Credit Agreement", the "Credit Agreement", "thereunder", "thereof", "therein" or words of like import referring to the Original Agreement in any other Loan Document shall mean and be a reference to the Original Agreement as amended hereby; and except as specifically set forth above, the Original Agreement remains in full force and effect and is hereby ratified and confirmed; and 12 (ii) any Loan Document to the "Revolving Credit Note", "thereunder", "thereof", "therein" or words of like import referring to the Revolving Credit Note shall mean and be a reference to the A&R Revolving Credit Note executed and delivered pursuant to this letter amendment. (b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lender under the Agreement or any other Loan Document, nor constitute a waiver of any provision of the Agreement or any such other Loan Document. View More

Release. BORROWER AND GUARANTOR RELEASE AND FOREVER DISCHARGE PATHWARD, ITS AFFILIATES, OFFICERS, AGENTS, EMPLOYEES AND DIRECTORS FROM ANY AND ALL CLAIMS OF ANY KIND WHATSOEVER FROM THE BEGINNING OF TIME TO DATE OF THIS AGREEMENT.