Conditional Release Clause Samples

Conditional Release. Any release, discharge or settlement between the Bank and the Customer shall be conditional upon no security, disposition or payment to the Bank by the Customer or any other person being avoided, set aside, reduced or required to be repaid pursuant to any provisions or enactments relating to bankruptcy, liquidation, winding-up, insolvency or circumstance analogous to the foregoing events (whether or not having the force of law) and, in any such event, the Bank shall be entitled to recover the value or amount of any such security or payment from the Customer by enforcing this Agreement as if such release, discharge of settlement had not occurred and any such payment had not been made.

Conditional Release. Upon the effectiveness of each of the transactions set forth in Section 6 of this Amendment, subject to the terms and conditions hereof, including the assignment or application of consideration to be received by any Loan Party in accordance with Section 2.2(c), Administrative Agent’s security interest in the following assets shall be automatically released without any further action by any Person: (a) in case of the BRII-179 Purchase Agreement, the assets transferred pursuant thereto; (b) in case of the Rehovot Acquisition, the assets transferred in connection therewith; and (c) in the case of the VBI-1901 License, the assets transferred in connection therewith; and (d) in the case of the completion of the Essential Activities, the assets transferred in connection therewith. Administrative Agent shall, at the request of Borrower Representative or Brii Bio, deliver such other releases and make such filings as may be reasonably required to evidence the foregoing release, including, without limitation, pursuant to applicable Canadian Security Documents and Israeli Security Documents.

Conditional Release. Notwithstanding Clauses 5 and 7, Amarin shall: (a) be irrevocably and unconditionally released from any further liability in respect of the Outstanding Amounts, and (b) be deemed to have exercised the Option as defined in the Zelapar Amendment (“Zelapar Option”) – if and only if: 8.1. Elan receives prior to 31 December 2003 of a cumulative total of US$30,000,000 (thirty million dollars) from Amarin in immediately available funds, whether in one or a number of instalments and whether pursuant to Clause 7 or otherwise expressed to be in discharge of the Outstanding Amounts; 8.2. Amarin discharges in full of all amounts owed to Elan Corp and/or any of its Affiliates, other than any Outstanding Amounts; 8.3. Amarin is not in breach of any Elan Agreement;

Conditional Release. In the event of termination under subsections 11.6.1, 11.6.2, or 11.6.3, Licensee will be released from any future obligations under this Agreement or any future obligations under any Approved Design, if terminated, provided however, that Licensee shall remain obligated for all obligations that arose prior to such termination.

Conditional Release. Subject to strict adherence to the terms and conditions contained in this Amendment, if an Event of Default has not occurred on or before December 31, 2000, BDEX agrees to execute and deliver to ARO a release of the obligation evidenced by the Replacement Note. All liens created pursuant to the Loan Documents and this Agreement shall remain in effect after release of the Replacement Note to secure the performance by ARO of its obligations under the Note Purchase Agreement. Provided that no Event of Default has occurred, BDEX shall, on December 31, 2001, release the liens created pursuant to the Loan Documents and this Agreement. Time is of the essence with respect to the satisfaction of the obligations and requirements set forth in this Amendment. Any right to a release created by this Amendment terminates immediately upon the occurrence of an Event of Default. No credit against or discount on the Replacement Note shall be earned by partial performance of the requirements.

Conditional Release. On the date occurring two (2) years (i) after the Indebtedness is paid in full or, with respect to the original Borrower, after consummation of a Permitted Transfer (as defined in the Deed of Trust), (ii) after no Obligations remain outstanding and (iii) after the maximum period during which any payment to the Lender with respect to the Indebtedness or any other obligation, including, without limitation, Carveout Obligations (as defined in the Deed of Trust) could be deemed a preference or fraudulent transfer under the Bankruptcy Code has expired, as determined by the Lender in its sole but good faith discretion, the Lender agrees to release the Borrower as Environmental Obligor from any liability under this Agreement first arising or accruing after the Release Date if the following conditions are fully satisfied: (a) No Default has occurred for which the Lender (or its designee) has taken possession or title (whether through a foreclosure or deed in lieu of foreclosure); (b) The Lender shall receive a written request for such release at least sixty (60) days in advance of the Environmental Obligor’s requested release. The request shall include a Phase 1 Environmental Site Assessment (a “Phase I”) prepared by a third-party professional consultant independent from the Environmental Obligor and its Affiliates, together with such additional information as may be reasonably requested by the Lender; (c) The Phase I shall be in form and substance satisfactory to the Lender in its sole but good faith discretion and shall evidence that no release of any Hazardous Substances has occurred and the Property is in compliance with Environmental Laws; and (d) The Environmental Obligor shall pay all out-of-pocket expenses incurred by the Lender (if any) in the review and processing of a proposed or completed release request thereunder, regardless of whether such release is approved. For purposes of this Section, “Release Date” shall mean the date on which the Lender confirms in writing that all of the conditions described in this Section have been fully satisfied.

Conditional Release. When this law enters into force, the persons referred to in Articles 14, 15, 16, 21 and 28 of this law who are imprisoned, including those who have been convicted of the crimes contemplated in Articles 22 and 23, will be granted conditional release provided that they have signed the undertaking contemplated in the following article.

Conditional Release. Bank hereby agrees to release ProShot from all obligations of ProShot to the Bank secured by the Collateral or otherwise arising under the Loan Documents, except for an amount equal to $1,408,447.16 (the "Letter of Credit Amount"), immediately following the foreclosure of the security interest of the Bank in the Collateral, and Bank hereby agrees to release ProShot from its obligations secured by the Collateral and/or arising under the Loan Documents with respect to the Letter of Credit Amount upon receipt by Bank of the proceeds of one or more draws under the letters of credit delivered to the Bank to support the obligations of ProShot to the Bank, in each case only if the following conditions precedent are met: (a) ProShot at no time interferes directly or indirectly with any action taken by Bank to enforce its security interest in the Collateral or causes directly or indirectly a delay in the consummation of such foreclosure, and (b) no voluntary or involuntary petition in bankruptcy is filed by or against ProShot at any time before the consummation of such foreclosure.

Conditional Release. ADMA and Seller hereby acknowledge and agree that each of the Manufacturing Agreement and the Master Services Agreement will remain in full force in effect until the Effective Time, except as modified by this Section 6.14, and will be terminated at the Effective Time pursuant to the Termination Agreement. From the Execution Date until the Effective time, each of ADMA and Seller hereby, on behalf of itself and its respective Affiliates, successors and assigns, releases, waives and discharges the other Party of and from any and all claims, counterclaims, liabilities, charges, damages, demands, actions or causes of action, known or unknown, relating to or arising from any breach, default, intentional misrepresentation or intentional misconduct under the Manufacturing Agreement or the Master Services Agreement; provided, however, that the foregoing release, waiver and discharge shall immediately terminate and be of no further force or effect without further action by Seller or ADMA or any other Person if this Agreement is terminated for any reason prior to the Closing in accordance with Article X; provided, further, that except as expressly provided above in this Section 6.14, nothing in this Section 6.14 shall constitute a waiver of, or otherwise prejudice, any of the Parties’ rights, remedies and defenses with respect to any of the other matters set forth in this Agreement, each of which is hereby expressly reserved and retained in all respects. Seller and ADMA hereby waive any notice, notice periods or other requirements in the Manufacturing Agreement or Master Services Agreement relating to the termination of such agreements at the Effective Time.