Confirmation of Release Clause Samples
The Confirmation of Release clause formally acknowledges that one or more parties have fulfilled their obligations under an agreement and are thereby released from further liability or claims related to those obligations. In practice, this clause is often used at the conclusion of a contract, such as after payment is made or services are completed, to confirm that no outstanding duties remain. Its core function is to provide legal certainty and closure, preventing future disputes by clearly documenting that all parties agree their responsibilities have been met and no further claims will be pursued.
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Confirmation of Release. (a) Other than as contemplated herein, no further consideration shall be paid to the Manager in respect of the termination of the Financial Services Agreement.
(b) The Parties agree to negotiate in good faith and to use their reasonable best efforts to execute a comprehensive mutual release (made between the Parties, benefiting each of the Parties and their Affiliates, respectively) within 30 days following the Effective Date, which mutual release shall also release the Company from any further liability in respect of its obligations under the Financial Services Agreement, other than as expressly set forth in this Termination Agreement, (i) to pay to the Manager or its Designated Affiliates Financing Fees or to reimburse any applicable expenses under Article IV of the Financial Services Agreement, (ii) with respect to the Financing Fee Shares pursuant to Article IV of the Financial Services Agreement, and (iii) to pay the Termination Payment to the Manager in accordance with Section 6.02(f) of the Financial Services Agreement. The terms and conditions set forth in Article V (Liability of the Manager; Indemnification) and Section 7.03 (Confidentiality), Section 7.04 (Notices), Section 7.05 (Third Party Rights), Section 7.07 (Severability), Section 7.08 (Governing Law and Jurisdiction) and Section 7.10 (Amendment), all of the Financial Services Agreement, shall survive its termination.
Confirmation of Release. Upon written request of the Company following release of a Subsidiary Guarantor pursuant to Section 9.7(b), each Holder of a Note agrees to provide written confirmation of such release.
Confirmation of Release under Section 6.4(a). For purposes of -------------------------------------------- the third sentence of Section 6.4(a), Seller confirms that it has received a satisfactory release of it or its affiliates' obligations under leases of barrels, vehicles, computers and other equipment on or prior to Closing.
Confirmation of Release. 10 17. Notices............................................................10 18.
Confirmation of Release. Upon complete payment and discharge of all Secured Claims the Pledgee shall confirm as a matter of record to the Pledgor upon its request that the Shares are released from the Pledge.
Confirmation of Release. Upon the expiration of all time periods during which payments made pursuant to this Guaranty could be annulled, set aside, invalidated, declared to be fraudulent or preferential or otherwise returned, refunded or repaid by the Bank upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, and at such time as the Obligations have been discharged in full, the Bank shall confirm the discharge of the Guarantor from its obligations hereunder.
Confirmation of Release. Bayer shall have received a release of claims executed by Genzyme in the form attached hereto as Exhibit 11.7.
Confirmation of Release. The Chase Manhattan Bank, N.A., as Agent for the six Banks signatory to that certain Amended and Restated Credit Agreement dated as of September 9, 1994, as amended ("Credit Agreement"), among The Olsten Corporation and certain of its subsidiaries signatory thereto, DOES HEREBY CONFIRM that, effective upon the closing of the transactions contemplated by that certain Stock Purchase and Sale Agreement dated as of February 17, 1995 by and between Kimb▇▇▇▇ ▇▇▇vices, Inc. and Careerstaff Unlimited, Inc. on March 3, 1995, Healthcare Staff Resources, Inc., a Texas corporation, shall be deemed released as a party from the Credit Agreement and neither it nor its properties shall be deemed subject or subjected to the Credit Agreement.
Confirmation of Release. In connection with the consummation of the Transaction and in accordance with the Loan Documents:
(a) ServiceMaster hereby certifies that (i) after giving effect to the Fifth Amendment, the Transaction is in compliance with Sections 7.3 and 7.4 of the Credit Agreement and the other Loan Documents and after giving effect to the Transaction, each of the Conveyed Entities will cease to be Subsidiary, and (ii) the Agent’s release of each of the Conveyed Entity’s obligations under the Guarantee and Collateral Agreement and the Loan Documents, release of its security interest in respect of the Capital Stock in each Conveyed Entity and the assets of each Conveyed Entity from the Lien created by the Security Documents and authorization to file the UCC Terminations (as defined below) and Copyright Releases (as defined below) are each permitted by Section 9.9 of the Credit Agreement and Section 8.1 of the Guarantee and Collateral Agreement.
(b) The Agent hereby acknowledges, agrees and confirms that, effective upon the closing of the Transaction, (i) the Guarantee by each Conveyed Entity under the Guarantee and Collateral Agreement will be automatically released, and each Conveyed Entity will be automatically released from all its obligations under the Guarantee and Collateral Agreement and the other Loan Documents and (ii) solely with respect to the assets of each Conveyed Entity and the Capital Stock in each Conveyed Entity (the “Conveyed Assets”), the Liens and security interest of the Agent pursuant to the Loan Documents is automatically released. ServiceMaster hereby agrees to pay expenses reasonably incurred by the Agent in connection herewith. Except as otherwise expressly set forth herein, this Confirmation of Release does not release any Guarantee under the Loan Documents in respect of any Loan Party (other than the Conveyed Entities) or any Lien in favor of the Agent pursuant to the Security Documents in respect of any Loan Party (other than the Conveyed Assets). Such acknowledgement, agreement and confirmation is made in reliance on the certification of ServiceMaster set forth above and the Agent has not made any independent investigation of the matters set forth in such notice.
(c) The Agent hereby agrees upon and after the consummation of the Transaction, to file the Uniform Commercial Code termination statements in the forms attached hereto as Annex A (the “UCC Terminations”) and the Releases of Copyrights in the form attached hereto as Annex B (the “C...
Confirmation of Release. Upon the expiration of all time periods during which payments made pursuant to this Guaranty could be annulled, set aside, invalidated, declared to be fraudulent or preferential or otherwise returned, refunded or repaid by the Bank upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, and at such time as the Obligations have been discharged in full, the Bank shall confirm the discharge of the Guarantor from its obligations hereunder.