Consideration for the Release Sample Clauses

Consideration for the Release. In exchange for Nordson Corporation providing me the benefits outlined in a letter agreement (the “Agreement”) dated June 4, 2014 from ▇▇▇▇▇▇ ▇▇▇▇, as amended June 23, 2014, which benefits I acknowledge to be good and sufficient consideration I am not otherwise entitled to receive, I, on behalf of myself, my heirs, administrators, executors and assigns, release Nordson Corporation, its directors, officers, employees, successors and assigns (the “parties being released”), from any and all claims, demands or causes of action of any nature which have/may have arisen through the date of this Release and out of my employment with Nordson Corporation.
Consideration for the Release. In exchange for Nordson Corporation providing me the benefits following the expiration of a leave of absence and as outlined in a letter agreement (the “Agreement”) dated June 4, 2014 from ▇▇▇▇▇▇ ▇▇▇▇, as amended June 23, 2014, which benefits I acknowledge to be good and sufficient consideration I am not otherwise entitled to receive, I, on behalf of myself, my heirs, administrators, executors and assigns, release Nordson Corporation, its directors, officers, employees, successors and assigns (the “parties being released”), from any and all claims, demands or causes of action of any nature which have/may have arisen through the date of this Release and out of my employment with Nordson Corporation.
Consideration for the Release. The Severance Pay and Additional Benefits (the “Consideration”) are something of value that will be available to you only in return for your signed Agreement and Release in the form provided to you. If you choose not to sign this Agreement and Release in the form provided to you, you will not be entitled to the Consideration.
Consideration for the Release. The Severance Pay and, in the event the Board of Directors determines your Last Day of Active Employment, the Additional Benefits (the “Consideration”) are something of value that will be available to you only in return for your signed Agreement and Release and the Addendum in the form provided to you (and you do not revoke the same, if applicable). If you choose not to sign this Agreement and Release or the Addendum in the form provided to you, you will not be entitled to the Consideration. Resideo Internal
Consideration for the Release. The Parties agree that the Separation Payment and other consideration that will be provided to Employee under this Agreement are in consideration for the release and waiver of any and all claims set forth in Paragraph 4 of this Agreement and all other promises and obligations made by Employee in this Agreement.
Consideration for the Release. (a) In consideration of this Release Agreement and Company’s full and complete release of any claims or potential claims described herein, Lender hereby agrees to: (A) forgive the aggregate amount of all outstanding interest under the Loan Documents through the date hereof in the amount of One Million Two Hundred Twenty Thousand Three Hundred Twenty Six Dollars and Fifty Six Cents ($1,220,326.56); (B) via amendments to the applicable Loan Documents to be entered into at a later date, (i) reduce the interest rate applicable under such Loan Documents to match the relevant Applicable Federal Rate at the time such amendments become effective (the “Amended Rate”), which such Amended Rate will be applicable retroactively to June 29, 2010 and (ii) delete all references to the Default Rate therein. (C) reimburse Company for all reasonable costs and expenses that Company incurs in connection with Company’s contemplated “deregistering” transaction (the “Deregistering Transaction”), including but not limited to (i) the salary and benefits of the Company’s sole remaining employee, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and (ii) the legal fees and other administrative expenses incurred by Company in the Deregistering Transaction; and (D) cause Assignee to pay Company for the benefit of its stockholders a royalty payment (a “Royalty Payment”) equal to twenty percent (20%) of the Revenues generated by Assignee from the Transferred Assets in each of the Assignee’s 2011, 2012 and 2013 fiscal years. (b) The following terms apply to the making of Royalty Payments by the Assignee: (i) A Royalty Payment will be made to Company within thirty (30) days after completion of the audited financial statements of Assignee with respect to its 2011, 2012 and 2013 fiscal years. Any Royalty Payments made to the Company shall be used first to pay Lender the remaining amount owed to it under the Loan Documents, including all accrued and unpaid interest and fees thereon. (ii) If, after making the payment to Lender in accordance with (i) above, Company makes any distribution of funds, property or other consideration to any stockholder after the date hereof, whether as a dividend, the proceeds of liquidation or otherwise (a “Distribution”) and irrespective of whether such Distribution constitutes part of or is derived from, directly or indirectly, a Royalty Payment hereunder, Company will require that such stockholder, as a condition to receiving such Distribution, provide to the Lender Parties (as defined below...

Related to Consideration for the Release

  • Pre-Release Subject to the further terms and provisions of this Section 2.10, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. In its capacity as Depositary, the Depositary may (i) issue ADSs prior to the receipt of Shares (each such transaction a "Pre-Release Transaction") as provided below and (ii) Deliver Shares upon the receipt and cancellation of ADSs that were issued in a Pre-Release Transaction, but for which Shares may not yet have been received. The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the "Applicant") to whom ADSs or Shares are to be Delivered (1) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be Delivered by the Applicant under such Pre-Release Transaction, (2) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are Delivered to the Depositary or the Custodian, (3) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (4) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, United States government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days' notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

  • PURCHASE OF RELEASE The Parties agree that the Recipient: (check one)

  • Release and Waiver I, the Volunteer, acknowledge and understand that participation in the Activities may involve certain risks, including, but not limited to, personal injury(ies), bodily injury, illness, permanent disability, property damage, loss and/or death (“Risks”). These Risks include, but are not limited to, exposure to and/or infection with COVID-19 and/or other viruses and/or bacterial infection even in ideal conditions, and despite any and all reasonable efforts made to mitigate such Risks. I further acknowledge and agree that, due to the nature of the Activities, social distancing of six feet per person will not always be possible and that my participation in the Activities may result in an elevated risk of contracting COVID- 19 and/or other viruses and/or bacterial infection. I, the Volunteer, further confirm that prior to engaging in the Activities, I may be required to complete a COVID-19 health screening questionnaire provided by one or more of the Released Parties. I agree that I will answer all questions on the questionnaire truthfully. I agree to not participate in any Activities if, at such time and to the best of my knowledge, I am a carrier of COVID-19 or infected with COVID-19. I further agree to follow all safety precautions outlined by any Released Party while volunteering. In consideration of and in order to be allowed to participate in the Activities, I do hereby release and forever discharge and hold harmless the Released Parties and their successors and assigns from any and all liability, claims, demands, costs and damages of any kind, whether arising from tort, contract or otherwise, which I or my heirs, assigns, next of kin or legal representatives may have or which may hereinafter accrue, arise from, or are in any way related to my Activities with any of the Released Parties, including but not limited to Risks, whether caused wholly or in part by the simple negligence, fault or other misconduct of any of the Released Parties or of other volunteers, other than their intentional or grossly negligent conduct. In addition, the Released Parties shall have the benefit of any future liability protection for businesses as relating to the COVID-19 pandemic passed by any governmental entity to which the Released Parties are subject. I understand and acknowledge that by signing this Release I knowingly assume the Risks associated with the Activities. I also understand that the Released Parties do not assume any responsibility for or obligation to provide financial assistance or other assistance, including but not limited to medical, health or disability insurance in the event of injury, illness, death or property damage. Regarding any illness or virus, including COVID-19, I, the Volunteer, understand that even if I follow all guidelines for the prevention and handling of any illness or virus, including COVID-19, there is still a risk that Volunteer could contract such virus or illness.

  • Termination; Release (a) On the Termination Date, this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 13 hereof shall survive any such termination) and the Pledgee, at the request and expense of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments (including UCC termination statements) acknowledging the satisfaction and termination of this Agreement (including, without limitation, UCC termination statements and instruments of satisfaction, discharge and/or reconveyance), and will duly release from the security interest created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee or any of its sub-agents hereunder and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and, with respect to any Collateral consisting of an Uncertificated Security issued by a Subsidiary of the Company (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person other than a Loan Party) at any time prior to the Termination Date, in connection with a sale or disposition permitted by Section 7.05 of the Credit Agreement, or is otherwise released pursuant to the Credit Agreement, and the proceeds of such sale or disposition (or from such release) are applied in accordance with the terms of the Credit Agreement to the extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, will duly release from the security interest created hereby (and will execute and deliver such documentation, including termination or partial release statements and the like in connection therewith) and assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold or otherwise disposed of, or released, and as may be in the possession of the Pledgee (or, in the case of Collateral held by any sub-agent designated pursuant to Section 4 hereof, such sub-agent) and has not theretofore been released pursuant to this Agreement. Furthermore, upon the release of any U.S. Guarantor from the U.S. Guaranty in accordance with the provisions thereof, such Pledgor (and the Collateral at such time assigned or pledged by the respective Pledgor pursuant hereto) shall be released from this Agreement. In the case of any such sale or disposition of any property constituting Collateral in a transaction permitted pursuant to Section 7.05 of the Credit Agreement, the Liens created by this Agreement on such Collateral shall be automatically released without need for further action by any Person. (c) At any time that any Pledgor desires that the Pledgee deliver any release or such other documentation as provided in the foregoing Section 22(a) or (b), such Pledgor shall deliver to the Pledgee (and the relevant sub-agent, if any, designated pursuant to Section 4 hereof) a certificate signed by a Responsible Officer of such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section 22(a) or (b) hereof. At any time that the Company or the respective Pledgor desires that a U.S. Guarantor which has been released from the U.S. Guaranty be released hereunder as provided in the penultimate sentence of Section 22(b), it shall deliver to the Pledgee a certificate signed by a Responsible Officer of the Company and the respective Pledgor stating that the release of the respective Pledgor (and its Collateral) is permitted pursuant to such Section 22(b). (d) The Pledgee shall have no liability whatsoever to any other Secured Party as the result of any release of Collateral by it in accordance with, or which the Pledgee in good faith believes to be in accordance with, this Section 22.

  • Scope of Release The provisions of this Release shall be deemed to obligate, extend to, and inure to the benefit of the parties; Company's parents, subsidiaries, affiliates, successors, predecessors, assigns, directors, officers, and employees; and each parties insurers, transferees, grantees, legatees, agents and heirs, including those who may assume any and all of the above-described capacities subsequent to the execution and effective date of this Release.