Release Procedures Clause Samples
The Release Procedures clause outlines the specific steps and requirements that must be followed for one party to formally release the other from certain obligations or liabilities under the agreement. Typically, this involves providing written notice, completing necessary documentation, and sometimes meeting predefined conditions before the release becomes effective. By clearly defining the process, this clause ensures that both parties understand how and when a release can occur, thereby reducing the risk of disputes and ensuring a smooth transition of responsibilities.
Release Procedures. These procedures remove a bundle link from bundle operation following receipt of the BL_DEACTIVATE request from the bundle.
Release Procedures. If any of the milestones described below are achieved, Parent shall promptly notify the Exchange Agent and Stockholder Representative in writing describing the milestone and the number of Earnout Shares to be distributed by Parent to the Exchange Agent for further distribution to the holders on a pro rata basis to CVR holders in accordance with Section 3.6(g) and the CVR Agreement.
Release Procedures. (a) Neither the Escrowed Shares nor the Escrowed Cash (in each case, including any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Lien, sold, assigned or transferred by any Indemnitor, or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of any Indemnitor, in each case prior to the distribution of the Escrowed Shares or the Escrowed Cash to any Indemnitor in accordance with this Section 10.05.
(b) Parent shall be entitled to permanently retain from the Indemnity Escrow Fund in respect of finally determined Damages for which the Indemnitees are entitled to recover pursuant to this Article 10, (i) a number of Escrowed Shares equal to the quotient of (A) one-half of the aggregate amount of such Damages, divided by (B) the Parent Stock Price and (ii) an amount in cash equal to one-half of the aggregate amount of such Damages. The Parties hereto acknowledge that the Parent Stock Price only reflects an agreed-upon amount as to the value of Parent Stock solely for the limited purpose of satisfying any Damages under this Article 10 and is not intended to be, nor is it, deemed to constitute the fair market value of Parent Stock at any given time.
(c) Promptly after the General Expiration Date, Parent will notify the Securityholder Representative in writing of the amount, if any, that Parent determines in good faith to be necessary to satisfy all claims for indemnification, compensation or reimbursement that have been asserted, but not resolved on or prior to 11:59 p.m. Pacific Time on the General Expiration Date (each such claim a “Continuing Claim” and such amount, the “Retained Escrow Amount”). Subject to Section 10.05(e), within five (5) Business Days following the General Expiration Date, Parent and the Securityholder Representative shall execute and deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Indemnity Escrow Fund to the Exchange Agent (or through the Surviving Company’s or Parent’s payroll system, as applicable) for distribution to the Indemnitors an amount in the aggregate equal to (i) the amount held in the Indemnity Escrow Fund as of the General Expiration Date (as reduced from time to time pursuant to the terms of this Agreement) minus (ii) the Retained Escrow Amount, with each Indemnitor to receive a portion thereof equal to the product obtained by multiplying (A) the amount to be so released by (B) such In...
Release Procedures. InnovaSafe will release the Deposit to Beneficiary subject to and in accordance with each of the following conditions: (a) Depositor may provide InnovaSafe with a written release request at any time, and Beneficiary may provide InnovaSafe with a written release request following the occurrence of a Release Condition; (b) Provided that InnovaSafe has been paid all fees and costs then due and owing, InnovaSafe shall promptly deliver a copy of the release request to Depositor or Beneficiary, as applicable (the “Notice of Release Request”); (c) If Beneficiary or Depositor objects to the requested release, then within thirty (30) days of the receipt of the Notice of Release Request, such party agrees to provide InnovaSafe with written notice of such objection, and to provide a copy of such notice to the party requesting the release, stating that a Release Condition has not occurred or has been cured, and instructing InnovaSafe not to release the Deposit as requested (the “Contrary Instructions”); (d) If InnovaSafe does not receive Contrary Instructions within the time and in the manner required above, then InnovaSafe shall deliver a copy of the Deposit to Beneficiary; (e) If InnovaSafe does receive Contrary Instructions within the time and in the manner required above, then InnovaSafe shall not deliver a copy of the Deposit to Beneficiary, but shall continue to hold the Deposit until the first to occur of the following: (i) InnovaSafe receives joint written release instructions from Beneficiary and Depositor; or (ii) InnovaSafe receives a copy of an order or judgment of a court of competent jurisdiction, or the decision of an arbitrator, if applicable, directing InnovaSafe to act with regard to disposition of the Deposit.
Release Procedures. Upon receipt by the CVR Agent of a Release Certificate or a certificate by CSI or any of its affiliates pursuant to Section 4.4 or a Retirement Certificate the CVR Agent will present such Certificate to the CVR Escrow Agent as contemplated by Section 2 of the Contingent Value Right Escrow Agreement. In the case of a Release Certificate, CVRs released from escrow will be registered in the name requested by the Noteholder or, in the case of a release pursuant to Section 4.2, the Note Purchaser providing such Certificate and in the case of a certificate by CSI, in the name or names specified by CSI.
Release Procedures. Sanofi shall be responsible for supplying Filled Drug Product Manufactured by Sanofi or its subcontractor to KaloBios and for certifying that the Filled Drug Product has been Manufactured, tested and released to KaloBios for further processing, in accordance with [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. cGMP. Release and certification of each Filled Drug Product batch will be performed by Sanofi’s authorized representative, qualified and responsible for quality assurance (this includes batch certification and release by Sanofi’s Qualified Person in the case of product destined for human trials in the EU). As part of the release of Filled Drug Product to KaloBios, Sanofi shall provide KaloBios with the copies of the following documentation for each batch of Filled Drug Product (as per Section 5.4.1 of the Sanofi Internal Quality Agreement): • Certificates of Conformance and Disposition from Sanofi or its subcontractor. • Certificate of Analysis issued by Sanofi or its subcontractor showing compliance against the Specifications. • A list of investigations and their conclusions for any deviations, out of limits or out of trends related to the Filled Drug Product. • A Batch Abstract.
Release Procedures a. When an IFR aircraft is ready for departure BLV ATCT must:
1. Verbally coordinate release of IFR departures.
2. Unless otherwise specified, BLV will release departures on a heading in accordance with the departing runway:
(a) 14L/32R: heading 050
(b) 14R/32L: runway heading
4. Provide a departure sequence when requesting multiple releases.
5. Consider a release VOID if the aircraft is not airborne within 4 minutes from the release time. When multiple aircraft are released, the four minute VOID time begins when the previous departure is airborne.
Release Procedures. (i) Promptly upon the occurrence of the milestones set forth in Section 3.6(b) of the Company Disclosure Letter or as soon as practicable after Parent becomes aware of such occurrence or receives written notice of such occurrence, Parent shall prepare and deliver, or cause to be prepared and delivered, a written notice to the Exchange Agent (a “Release Notice”), which Release Notice shall set forth in reasonable detail the milestone giving rise to the requested release and the specific release instructions with respect thereto (including the number of Earnout Shares to be released from the Exchange Fund and the identity of the person(s) to whom they should be released).
(ii) The Earnout Shares that are to be released from the Exchange Fund and distributed to each member of the Earnout Group shall be distributed to each member of the Earnout Group on a pro rata basis. For the avoidance of doubt, any Earnout Shares to be released and distributed pursuant to this Section 3.6 shall be released and distributed as shares of Parent Common Stock.
(iii) The Earnout Shares shall be released and delivered upon the milestones set forth in Section 3.6(b) of the Company Disclosure Letter.
Release Procedures. The Procurement Executive is the agency head’s designee for the purposes of FAR 5.404–1(a) and the agency head for the purposes of FAR 5.404–1(b). [55 FR 5774, Feb. 16, 1990]
Release Procedures. The parties agree to observe the following procedures ------------------ in all cases involving the release of the Source Code.