Release Contract Clauses (9,022)

Release. Effective as of the Termination Date, each of the Parties hereto, on its own behalf and on behalf of its principals, agents, Affiliates, successors, assigns, heirs, representatives, and attorneys, hereby irrevocably, fully and unconditionally releases and forever discharges the other Party and each of its past or present directors, officers, employees, attorneys, principals, agents, Affiliates, successors, assigns, heirs, representatives, and insurers, from and against any and all present and... future claims, counterclaims, demands, actions, suits, causes of action, damages, controversies and liabilities, including, without limitation, any costs, expenses, bills, penalties or attorneys' fees, whether known or unknown, contingent or absolute, foreseen or unforeseen, and whether in law, equity or otherwise, that could have been asserted in any court or forum and relating in any way to any conduct, occurrence, activity, expenditure, promise or negotiation arising from or relating to the Share Exchange Agreement, including the performance thereof and further payment obligations of any kind in connection therewith. View More

Release. The Employee, and on behalf of the Employee's heirs, executors, administrators, personal representatives, successors, assigns, agents, servants, and attorneys (the "Releasing Parties") releases and forever discharges, to the greatest extent permitted by law, the Employer, and any associated entities or persons including parent companies, subsidiaries, affiliates, successors, assigns, agents, management companies, servants, representatives, shareholders, lenders, members, directors, officers,... staff members, and employees (the "Released Parties") from any and all claims, causes of action, liabilities, covenants, agreements, obligations, damages, and/or demands of every nature, character, and description, without limitation in law, equity, or otherwise, which the Employee had, has, or may have (except to the extent provided for in this Section 7), whether known or unknown, including, but not limited to, related to the Employee's employment with the Employer, Employee's separation of employment with the Employer, Employee's service as the Executive Vice President and Chief Financial Officer of Parent, any claim under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, the Equal Pay Act , the Family and Medical Leave Act, the Employee Retirement Income Security Act (except to the extent of any vested entitlement), the Genetic Information Nondiscrimination Act, the Americans with Disabilities Act, The Worker Adjustment Retraining and Notification Act, or other federal, state or local laws and regulations, and any claim for wrongful discharge, breach of contract, retaliation, infliction of emotional distress, or any other right or claim arising from or relating in any way to the Employee's employment with the Employer and/or the or cessation of that employment (collectively, the "Claims"), including all attorneys' fees, costs, and expenses in connection with the Claims but excluding Claims under the FLSA (as defined below). The Employee also agrees to waive any rights under any progressive discipline, grievance, or open door policies. The Employee warrants that the Employee knows of no facts that would serve as the basis for any of the Claims or legal violations. Regardless, the Employee does not waive any rights or claims under the ADEA that may arise after the date the Agreement is effective. The Employee agrees the effect of Section 7 is to waive and release any and all claims, causes of action, liabilities, covenants, agreements, obligations, damages and/or demands of every nature, character, and description, without limitation in law, equity, or otherwise, which the Employee had, has, or hereafter may have, known or unknown, against any of the Released Parties for any liability, whether vicarious, derivative, direct, or indirect; including, but not limited to, any claims for damages (actual or punitive), back wages, future wages, commission payments, bonuses (target or other bonuses), reinstatement, accrued vacation leave benefits, stock options (except for any vested entitlement), past and future employee benefits (except for any vested entitlement) including contributions to the Employer's employee benefit plans, compensatory damages, penalties, equitable relief, attorneys' fees, costs of court, interest, and any and all other loss, expense, or damage of any kind related in any way to the Employee's employment or separation. The Employee: (1) acknowledges having received all wages (including unpaid time and overtime) due under the Fair Labor Standards Act (together with any similar state or local laws referred to as the "FLSA"); and (2) does not claim that the Employer has violated or denied any of the Employee's rights under the FLSA. The Employee and the Releasing Parties release and forever discharge, to the maximum extent permitted by law, the Employer and the other Released Parties from any FLSA claim(s), including attorneys' fees, costs, liquidated damages and expenses incurred by the Releasing Parties in connection with such claim. If legally required, the Employee also agrees to enter into any waiver, settlement or other agreement related to the FLSA claim(s). View More

Release. Effective upon delivery of the Shares to the Creditor, the Creditor hereby knowingly and voluntarily releases and forever discharges the Company and its predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, assigns, directors, officers, affiliates, agents and representatives (collectively, the "Released Parties"), from all claims, liabilities, demands, costs, charges, expenses, actions,... causes of action, judgments, and executions, past, present or future, with respect to the Converted Amount. The parties agree that the foregoing release is not intended to release, and shall not release, any claims between any of the parties that may arise under this Agreement or the Shares. Upon the execution of this Agreement, the Creditor and the Company shall be deemed to have received sufficient consideration for the releases set forth in this Section 5. 2 6. Voluntary and Knowing Agreement and Release. Each of the parties hereto acknowledges that they have entered into this Agreement of their own free will, and that no promises or representations have been made to them by any person to induce them to enter into this Agreement other than the express terms set forth herein. Each of the parties hereto further acknowledges that they have read this Agreement and understands all of their respective terms. View More

Release. A Participant's rights to the Severance Package or the CIC Severance Package, as applicable, is conditioned upon Participant executing and not revoking a valid separation and general release agreement in a form provided by the Company (the "Release"), and provided such release becomes effective and irrevocable within 60 days following termination or such shorter time period set forth therein, releasing the Company, its subsidiaries, other affiliates and shareholders from any and all liability.... Any payments or benefits due for the period after termination and before the Release becomes effective shall be paid with the first payment after the Release becomes effective. Notwithstanding any other provision herein, if the period during which Participant has discretion to execute or revoke the Release straddles two calendar years, the Company shall make payments conditioned on the Release no earlier than January 1st of the second calendar year, regardless of which year the Release becomes effective. View More

Release. So long as the Nasdaq Unit Offering is consummated on or before April 15, 2022, the Creditor acknowledges and agrees that it shall have no further rights or interest in, and shall not receive any further consideration, payment or distribution of any kind with respect to, the Obligations, except as provided in this Agreement. In such regard, so long as the Nasdaq Unit Offering is consummated on or before April 15, 2022, the Creditor hereby waives, relinquishes, remises and releases all rights,... claims, interests or liabilities, known and unknown, of any nature whatsoever in law or equity which the Creditor may previously have had or may now or hereafter have as against or to receive from the Company arising out of, resulting from or relating to the Obligations or any rights or interest of the Creditor with respect thereto, except as provided in this Agreement. The Company acknowledges and agrees that it shall have no further rights or interest in, and shall not receive any further consideration, payment or distribution of any kind with respect to, the Obligations, except as provided in this Agreement. In such regard, the Company hereby waives, relinquishes, remises and releases all rights, claims, interests or liabilities, known and unknown, of any nature whatsoever in law or equity which the Company may previously have had or may now or hereafter have as against or to receive from the Creditor arising out of, resulting from or relating to the Obligations or any rights or interest of the Company with respect thereto, except as provided in this Agreement. 5 7. Transfer Restrictions. The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144 under the Securities Act or other applicable exemption, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the Creditor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer other than pursuant to an effective registration statement or Rule 144 under the Securities Act or other applicable exemption, any such transferee shall agree in writing to be bound by the terms of this Agreement. View More

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,... fixed 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,... Affiliates, 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