Release Contract Clauses (9,007)

Release. Guarantor and each Borrower fully, finally and forever release and discharge (a) each Lender; (b) its predecessors in interest; (c) their respective successors, assigns and affiliates; and (d) the directors, officers, employees, agents and representatives of each Lender, such predecessors in interest, and such successors, assigns and affiliates (individually a "Lender Party") from any and all actions, causes of action, claims, debts, demands, liabilities, obligations and suits, of whatever kind... or nature, in law or equity, that Guarantor or any Borrower has or in the future may have, whether known or unknown (i) in respect of the Loans, this Agreement, the other Loan Documents or the actions or omissions of any Lender in respect of the Loans or the Loan Documents and (ii) arising from events occurring prior to the date of this Agreement. GUARANTOR AND EACH BORROWER EXPRESSLY WAIVES ANY PROVISION OF STATUTORY OR DECISIONAL LAW TO THE EFFECT THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN SUCH PARTY'S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY SUCH PARTY, MUST HAVE MATERIALLY AFFECTED SUCH PARTY'S SETTLEMENT WITH THE RELEASED PARTIES, INCLUDING PROVISIONS SIMILAR TO SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." -4- 7. Conditions Precedent. The obligations of Lenders to consummate the transactions contemplated by this Agreement are subject to satisfaction of the following conditions precedent, each in the sole and absolute discretion of Lenders: (a) Borrower Performance. Guarantor and Borrowers have duly executed and delivered this Agreement to Lenders. (b) Representations and Warranties. The representations and warranties of Guarantor and Borrowers contained in this Agreement and any other document or instrument expressly contemplated by this Agreement shall be true and correct in all material respects. (c) No Default. No event or circumstance shall have occurred that is continuing, that, with the giving of notice or the passage of time, or both, would be a default or an event of default under any of the Loan Documents. (d) Authority. Borrowers and Guarantor shall have provided Lenders with certificates of the Secretary, Assistant Secretary, Manager or other appropriate officer, as applicable, of Guarantor and each Borrower, certifying as to (i) the resolution of the board of directors or consent of the managers, as applicable, of Guarantor and Borrowers, authorizing the execution, delivery and performance of the this Agreement and any related documents, (ii) the bylaws or operating agreements, as applicable, of Guarantor and Borrowers, and (iii) the signatures of the officers or agents of Guarantor and Borrowers authorized to execute and deliver this Agreement on behalf of Guarantor and Borrowers. (e) Senior Credit Facility Documentation. Lenders shall have received copies of the fully-executed Senior Credit Facility Documentation, and the transactions contemplated under the Senior Credit Facility Documentation shall have closed concurrently with the Effective Date. (f) Fees and Costs. Guarantor shall have paid to Lenders all out-of-pocket costs and expenses incurred by Lenders in connection with the preparation and negation of this Agreement and the closing of the transactions contemplated hereby, including attorneys' fees incurred by Lenders in connection with the foregoing. View More

Release. As a condition to Executive receiving any payments pursuant to Sections F.1, F.2(a), and F.4 hereof, Executive must execute and deliver a general release to the Company not later than forty-five (45) days following the date of termination of employment, substantially in the form attached hereto as Exhibit A, releasing the Bank, CVB, their respective employees, officers, directors, stockholders and agents, and each person who controls any of them within the meaning of Section 15 of the... Securities Act of 1933, as amended, from any and all claims of any kind or nature, whether known or unknown (other than claims with respect to payments pursuant to Sections F.1, F.2 and F.4, payment of Accrued Obligations and provision of Vested Benefits and valid claims for indemnification under Section G.5 of this Agreement) from the beginning of time to the date of termination. View More

Release. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to provide any severance payment or benefit under Section 4(a)(ii), (iii), (iv), (v) or (vi) hereof unless: (a) the Participant first executes and delivers to the Company within 45 calendar days after the Date of Termination a fully executed general release of claims substantially in the form attached hereto as Appendix A, with such changes as the Company may determine to be required or reasonably... advisable in order to make such agreement and release enforceable and otherwise compliant with applicable law (the "Release"); (b) the Participant does not timely revoke the Release; and (c) the Release becomes effective and irrevocable in accordance with its terms. View More

Release. Company covenants and agrees that in the event that this Note is secured by Collateral, Company shall timely execute any and all documents necessary or advisable in order to release such security interest and Collateral to Investor, or Investor's designee, upon the earlier of (i) the date this Note is paid in full and (ii) the date that is six (6) months and three (3) days following the date such Collateral is given as security for this Note, or such later date as determined in the sole... discretion of Investor (the "Release Date"). For avoidance of doubt, as of the date hereof, there is no collateral securing this Note, and after the Release Date, as applicable, there shall be no collateral securing this Note. View More

Release. Notwithstanding any other provision of this Agreement to the contrary, you acknowledge and agree that any and all payments to which you are entitled under Sections 12, 13, 14 or 15 (other than payments under Section 15 that are payable while you are still employed) are conditional upon and subject to your execution of the General Release and Covenant Not to Sue in the form attached hereto as Exhibit A (which form may be reasonably modified to reflect changes in the law), of all claims you may... have against the Company and its directors, officers and affiliates, except as to matters covered by provisions of this Agreement that expressly survive the termination of this Agreement. You shall execute and deliver such General Release and Covenant Not to Sue within 60 days following termination of employment, and, except as otherwise provided in Section 20, any payments that are subject to the execution of such General Release and Covenant Not to Sue shall commence to be paid on the 61st day following termination of employment (with the first such installment including any prior unpaid installments). View More

Release. In consideration of the modifications set forth herein, Borrower and each Guarantor each hereby releases and holds harmless the Administrative Agent, the Lenders and each of their respective officers, employees and agents, from and against any claim, action, suit, demand, cost, expense or liability of any kind relating to the making of the Loans, the administration of it or any business communications and dealings between Borrower and/or Guarantors, on one hand, and the the Administrative Agent... and/or the Lenders, on the other, concerning the Loan, the Loan Documents or the transactions documented, governed or evidenced thereby or contemplated therein. View More

Release. Notwithstanding anything herein to the contrary, effective as of the Amendment Effective Date, each Borrower Party covenants and agrees that the Borrower Parties unconditionally release and irrevocably discharge (i) the Lenders, (ii) the Administrative Agent, and (iii) the respective officers, directors, attorneys, financial advisors, employees, managers, members, partners, agents, accountants and other professionals of the parties listed in clauses (i) and (ii), in each case, in their... respective capacities as such, (collectively clauses (i) through (iii) being the "Released Parties," and each a "Released Party") 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, in law, equity or otherwise, in all cases with respect to this Amendment, the Credit Agreement or any other Loan Document, based in whole or in part on any act, omission, transaction or occurrence from the beginning of time through the Amendment Effective Date (collectively, the "Released Claims"); provided, however, to the extent that a Released Claim is determined by a court of competent jurisdiction to have actually been caused by (x) the gross negligence or willful misconduct of a Released Party or (y) the material breach of the obligations of a Released Party (other than the Administrative Agent or any sub-agent thereof) under the Loan Documents, such release shall not be available to such Released Party with respect to such Released Claim. View More

Release. In consideration of the Administrative Agent's and the Lenders' willingness to enter into this Agreement, each Borrower effective on the date hereof hereby waives, releases and forever discharges the Administrative Agent, the Lenders, Affiliates of the Lenders and each of their respective officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now... known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act in connection with the Credit Agreement and the other Loan Documents on or prior to the date hereof. View More

Release. As an express condition for the obligations set forth in this Agreement, Executive and Company will execute the Release Agreement attached hereto as Exhibit A, which shall become binding on the Parties as of the Effective Date, absent prior revocation of this Agreement by Executive as provided for in Section 10. In the event the Release Agreement is not fully executed, or Executive timely revokes this Agreement, this Agreement shall be void ab initio and of no force.

Release. Before any compensation or benefits will be payable to Executive on account of a Covered Termination, Executive must (a) execute a release substantially in the form attached hereto as Exhibit A (the "Release") within the applicable Consideration Period specified in the Release, (b) not revoke the Release within any applicable revocation period specified in the Release such that the Release is effective not later than the 60th day following the date of termination of employment, and (c) comply... with any post-termination obligations to the Company, including the confidentiality and non-disparagement provisions of the Release. In the event that Executive does not comply with any of the foregoing obligations, no compensation or benefits shall be payable under this Agreement to Executive, and the Company may cease any further payments or the provision of additional benefits hereunder. 5 5. Basis of Payments. All benefits under this Agreement shall be paid by the Company. This Agreement shall be unfunded, and benefits hereunder shall be paid only from the general assets of the Company. View More