Release Contract Clauses (2,789)

Release. Upon receipt by the Trustee of a request by the Company for a release of the Guaranteeing Subsidiary from its obligations under Article Ten of the Indenture, which request shall be accompanied by an Officers' Certificate certifying as to compliance with Section 10.03 of the Indenture, and, upon receipt of an Opinion of Counsel that the provisions of Section 10.03 of the Indenture have been complied with, the Trustee shall deliver an appropriate instrument, prepared by the Company and satisfactor...y in form to the Trustee, evidencing such release. View More

Release. Each of Borrower and Parent hereby releases Lender from any and all liabilities, damages and claims arising from or in any way related to the Obligations or the Loan Documents, other than such liabilities, damages and claims which arise after the Signature Date. The foregoing release does not release or discharge, or operate to waive performance by, Lender of its express agreements and obligations stated in the Loan Documents on and after the Signature Date.

Release. The Plan, the Disclosure Statement, and the Confirmation Order shall provide, to the maximum extent permitted by law, that the Company, the Company's estates (within the meaning of the Bankruptcy Code), all holders of claims against the Company, all holders of interests in the Company, and all parties in interest with respect to the Company (collectively, the "Releasing Parties"), shall be deemed to have released the Sponsor and its representatives as well as the directors and officers of the Co...mpany serving in such capacity as of the date on which the Bankruptcy Case is commenced by filing a petition with the Bankruptcy Court (such directors and officers, the "Released Parties") from any and all claims, obligations, suits, judgments, damages, rights, causes of action and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, at law, in equity or otherwise, relating to or based upon any act or omission relating to the Company which occurred prior to the effectiveness of the Restructuring, and furthermore that the performance of the terms of the Plan in facilitating the Restructuring shall be a full and complete settlement of any claims or causes of action, whether known or unknown, that the Releasing Parties have or could have against the Released Parties relating to the Releasing Parties. 13 8. Representations of the Sponsor. The Sponsor hereby represents and warrants to the Company as follows: (a) it is duly organized, validly existing, and in good standing under the laws of its state of formation; (b) it has the requisite corporate or entity power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement; (c) the execution and delivery of this Agreement and the performance by it of its obligations under this Agreement have been duly authorized by all necessary corporate or entity action; (d) this Agreement has been duly executed and delivered by it and constitutes the valid and binding obligation of it, enforceable against it in accordance with its terms; and (e) assuming the accuracy of the Company's representations in section 9(h), the execution, delivery, and performance by it of this Agreement do not and shall not require any material registration or filing with, consent or approval of, or notice to, or other action to, with, or by, any federal, state, or other governmental authority or regulatory body. View More

Release. Executive, on his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and successors, and each of them, hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to sue the Company, its divisions, subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as its and their assignees, successors, directors, officers, shareholders, partners, representatives, attorneys, agents... or employees, past or present, or any of them (individually and collectively, "Releasees"), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with Executive's employment or any other 1 relationship with or interest in the Company or the termination thereof, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, equity-based awards and/or dividend equivalents thereon, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this Agreement, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the California Fair Employment and Housing Act, or the California Family Rights Act, or any other federal, state or local law, regulation or ordinance (collectively, the "Claims"); provided, however, that the foregoing release does not apply to any obligation of the Company to Executive pursuant to any of the following: (1) this Agreement, (2) any equity-based awards previously granted by the Company to Executive (as amended by the Change in Control Agreement Severance Agreement effective May 9, 2011 by and between the parties (the "Change in Control Agreement")), (3) the Change in Control Agreement (which shall remain in full force and effect pursuant to its terms), and (4) the Indemnification Agreement, dated May 9, 2011 (which shall remain in full force and effect pursuant to its terms). In addition, this release does not cover any Claim that cannot be so released as a matter of applicable law. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993. Nothing in this Agreement is intended to limit or otherwise change Executive's obligations to the Company under any confidentiality, non-disclosure or patent assignment agreement between Executive and the Company. Notwithstanding anything contained above to the contrary, Executive shall not be required to release any rights he has to benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; rights under COBRA; rights to receipt of benefits otherwise due him under the Company's 401(k) plan (if any); rights to be indemnified or to have expenses paid and/or advanced to him in connection with any claims against him as to which he has been (or may be) indemnified by the Company under its charter documents, state corporate or other similar or applicable law, any indemnification agreement or other indemnification arrangement with the Company during his tenure as an officer of the Company, or under any Company insurance policy providing such coverage; or any post-employment rights under any equity award agreement. View More

Release. All payments and benefits provided for under Sections 10 or 12(a) hereof shall be contingent upon Executive executing a general release of claims in favor of the Bank, its subsidiaries and affiliates, and their respective officers, directors, shareholders, partners, members, managers, agents or employees, in the form attached hereto as Exhibit A, and which must be executed by the Executive no later than the twenty second (22nd) day after the termination of Executive's employment. Payments under ...this Agreement that are contingent upon such release shall, subject to Section 24, commence within eight (8) days after such release becomes effective; provided, however, that if Executive's termination of employment occurs on or after November 15 of a calendar year, then severance payments shall, subject to the effectiveness of such release and Section 24, commence on the first business day of the following calendar year. View More

Release. Notwithstanding the foregoing, no payments or other benefits under this Agreement shall be made unless Executive executes, and does not revoke, the Company's standard written release, substantially in the form as attached hereto as Annex A, (the "Release"), of any and all claims against the Company and all related parties with respect to all matters arising out of Executive's employment by the Company (other than entitlements under the terms of this Agreement or under any other plans or programs... of the Company in which Executive participated and under which Executive has accrued or become entitled to a benefit) or a termination thereof, with such release being effective not later than sixty (60) days following Executive's Termination Date. View More

Release. Nothing except cash payment in full of the Obligations and the irrevocable termination of the Loan Agreement shall release the undersigned from liability under this Guaranty.

Release. A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations as provided in Section 10.02(b) of the Indenture.

Release. In exchange for the above consideration, you now agree to the following terms, and on your last day of active work, you will also execute a General Release, copy attached, that contains those terms. You hereby release and forever discharge, for you, your heirs, executors, administrators, legal representatives and assigns, Frank's, its predecessors, successors, assigns, officials, officers, Board members, employees, subsidiaries, affiliated entities, agents, lessees, managers, underwriters and in...surers, and every other person, firm, underwriter, insurer, partnership, organization or corporation, hereinafter referred to as "the Parties to be Released," who might be, or might hereafter become liable for any and all claims, debts, damages and causes of action of whatsoever nature, whether known or unknown, whether growing out of tort, contract, quasi-contract, compensation, employment discrimination, or otherwise, including, but not limited to, the U. S. Constitution and laws of the United States, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act ("ADEA"), the laws of the State of any state which may provide you, or an heir, executor, administrator, legal representative and/or assign of you, with a cause of action for damages or injunctive relief, including but not limited to, breach of contract, liquidated damages, compensatory damages, wages, emotional or psychological damage or distress, punitive damages, attorney's fees, medical and health insurance benefits, vacation benefits, penalties, interest, costs, employment, reemployment, or any other legally or equitably recoverable categories of relief which you have or may have against the Parties to be Released, their current or former officers, current or former employees, current or former managers, current or former members of the Board of Directors, directly or indirectly connected with your employment with Frank's. You also agree to not seek employment with Frank's in the next six months from Separation Date. 1 You acknowledge that you have had a reasonable opportunity to consider this Agreement. You understand and acknowledge that the payment to you of the amounts provided for herein will constitute receipt by you of consideration to which you are otherwise not entitled and that such amounts are sufficient to support this Agreement. You further acknowledge that you are not relying upon any representations, assertions, promises, assumed action or inaction, of any other person in entering into this Agreement. You acknowledge that the Parties' complete agreement is contained in this document. You are signing this Agreement knowingly and willingly and have been advised to confer regarding it with counsel of his choice. You also agree that nothing in this Agreement is to be construed as an admission of liability of any nature. View More

Release. The Executive agrees that if the Executive's employment is terminated by the Company for any reason other than Cause, Disability or death, the Executive will be required to execute a release of all claims, substantially in the form attached hereto as Exhibit B, within thirty (30) days after the applicable Date of Termination to be eligible to receive any post-employment payments of any kind under this Agreement other than the Accrued Obligations. In the event that the Executive is covered under ...the United States Age Discrimination in Employment Act, as amended ("ADEA"), as of the date of the termination of the Executive's employment, the Executive also will be required to execute the ADEA Release of all ADEA claims, substantially in the form attached hereto as Exhibit C, within thirty (30) days after the applicable Date of Termination to be eligible to receive any post-employment payments of any kind under this Agreement other than the Accrued Obligations. These two documents are collectively referred to in this Agreement as the "Release." The Executive recognizes and agrees that, notwithstanding any other Section to the contrary, the Release must be executed and not revoked within the time provided prior to the commencement of any post-employment payments of any kind under this Agreement other than the Accrued Obligations set forth in Section 5.3.1 and 6.2.1. View More