Settlement and Release Sample Clauses

Settlement and Release. Pledgor shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral.

Settlement and Release. In exchange for the issuance by EnterConnect of ______________ (___) shares of EnterConnect’s common stock, par value $0.001 per share (the “Shares”), which EnterConnect represents and warrants shall be included on its Registration Statement of Form SB-2 or such other form as is appropriate, , Employee hereby fully, forever, irrevocably and unconditionally releases, remises and discharges EnterConnect and its subsidiaries and affiliates and each of their current or former officers, directors, stockholders, attorneys, agents, or employees (collectively, the "EnterConnect Released Parties") from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities and expenses (including attorneys' fees and costs), of every kind and nature, known or unknown, which he ever had or now has against the EnterConnect Released Parties including, but not limited to, all claims arising out of Employee's employment with or separation from EnterConnect, the Employment Agreement, all claims and damages relating to race, sex, national origin, handicap, religious, sexual orientation, benefits and age discrimination, all employment discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000 et. seq., the Age Discrimination in Employment Act, 29 U.S.C. Section 621 et. seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. Section 1001, et. seq., and the Americans with Disabilities Act, 42 U.S.C. Section 12101 et. seq., and similar state or local statutes, all wrongful discharge claims, all common law claims including, but not limited to, actions in tort, defamation, breach of contract and any claims under any other federal, state or local statutes or ordinances not expressly referenced above. Notwithstanding the foregoing, in no event shall Employee be deemed by this Paragraph 1 to have released any rights to indemnification or contribution as provided by law or to any protection provided to Employee under EnterConnect's directors' and officers' liability insurance policies.

Settlement and Release. Pledgors shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral.

Settlement and Release. (a) Effective upon the Closing, in exchange for the payment by Buyer of the Credit Bid Release Consideration and other good and valuable consideration provided to the Debtors and their estates by ESL in connection with the Transactions, each Debtor, for itself and its estate, and on behalf of each of its Subsidiaries and controlled Affiliates (each of the foregoing, a “Seller Releasing Party”), hereby absolutely, unconditionally and irrevocably (i) releases and forever discharges ESL from any and all Released Estate Claims, whether foreseen or unforeseen, contingent or actual, and whether now known or hereafter discovered, which any of the Seller Releasing Parties ever had or now may have, and (ii) covenants that it shall not seek to disallow, subordinate, recharacterize, avoid, challenge, dispute or collaterally attack the ESL Claims, provided however that the assertion of any Claim other than a Released Estate Claim shall not be deemed to violate this Section 9.13(a)(ii). (b) Effective upon the Closing, ESL’s Claims against the Debtors arising under (i) the IP/Ground Lease Term Loan Facility; (ii) the FILO Facility; (iii) the Real Estate Loan 2020; (iv) the Second Lien Term Loan; (v) the Second Lien Line of Credit Facility; (vi) the Second Lien PIK Notes and (vii) the Citi L/C Facility (together with the any security interests securing any of the Claims described in the preceding sub-clauses (c)(i)-(vi), collectively, the “ESL Claims”) shall each be deemed allowed for all purposes in the Bankruptcy Cases and under the Bankruptcy Code in the amounts set forth on Exhibit G, as reduced by the credit bid set forth in Section 3.1(b). (c) After giving effect to the credit bid set forth in Section 3.1(b), ESL shall be entitled to assert any deficiency Claims, Claims arising under Section 507(b) of the Bankruptcy Code, or other Claims and causes of action that it may have against the Debtors and their estates in the Chapter 11 Cases, provided that (i) no Claims or causes of action of ESL shall have recourse to, or any other right of recovery from, any Claims or causes of action of the Debtors or their estates related to Lands’ End, Inc., the “spin-off” (as such term is defined in the Information Statement of Lands’ End, Inc. dated March 18, 2014), Seritage Growth Properties, Inc., Seritage Growth Properties, L.P, the “Transaction” (as that term is defined in the registration statement on Form S-11 filed by Seritage Growth Properties, which registration statement...

Settlement and Release. In consideration of the forgoing securities, each of the Note Holders, and their officers, directors, employees, agents, attorneys, stockholders, parent corporations, subsidiaries, affiliates (as defined in rules under the Securities Act of 1933), representatives, successors and assigns, and the heirs, executors, successors and assigns thereof (the “Note Holder Affiliates”) hereby forever completely and unconditionally release, acquit and discharge FastFunds and Equitex and their officers, directors, employees, agents, attorneys, stock-holders, parent corporations, subsidiaries, affiliates (as defined in rules under the Securities Act of 1933), representatives, successors and assigns, and the heirs, successors and assigns thereof (collectively, the “Company Affiliates”) from any and all past, present or future claims, demands, liabilities, actions, causes of action, debts, losses, counterclaims, set-offs, liabilities, damages or suits of every kind or nature which the Note Holders or the Note Holder Affiliates now have or may hereafter accrue against FastFunds, Equitex or the Company Affiliates, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or not accrued, including but not limited to those arising out of, based upon, or in any way related to the (a) the Notes; (b) any obligations to make any payments, or any other monetary of non-monetary obligation or performance of any sort arising under Notes or any other documents or agreements allegedly entered into in connection with the Notes; (c) any alleged duty purportedly existing or arising between the parties; (d) any alleged obligation to make payment of any interest, late fees or other charges; (e) any alleged negligence, lack of due care, gross negligence, or alleged intentional, willful or wanton misconduct resulting in any alleged loss; (f) any lost profits, loss of business opportunities, lost investment returns, lost investment opportunities or other business losses; (g) any alleged conspiracy or purportedly tortious conduct, misapplication of proceeds, or alleged act or omission purportedly resulting in injury; (h) any alleged fraud, concealment, misrepresentation, negligent misrepresentation, failure to make disclosure, or allegedly misleading or inaccurate statements purported to have been made to by FastFunds or the Company Affiliates; (i) alleged infliction of emotional distress, pain, suffering or other similar injury; (j) any alleged costs, expenses, fees, cha...

Settlement and Release. On the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements contained herein, and in exchange for the consideration given therefore, on the Effective Time: (a) IsZo shall exchange the full amount of the Litigation Debt, and deem the Litigation Debt to be cancelled and all obligations thereunder to be automatically extinguished and terminated, for the Litigation Debt Shares, which the Company shall issue to IsZo; (b) In consideration of and in exchange for the issuance by the Company to IsZo of the Promissory Note Shares, IsZo and the Company shall (i) exchange the full amount of the Promissory Note Debt and deem such Promissory Note Debt to be paid in full, and (ii) IsZo and the Company shall amend and restate the IsZo Promissory Note in the form of the Amended Promissory Note, and IsZo shall issue the Amended Promissory Note to the Company, pursuant to and subject to the terms and conditions of the Amended Promissory Note; (c) IsZo shall pay $4.0 million in cash (the “Equity Funding”) to the Company in exchange for issuance by the Company to IsZo of the PIPE Shares, pursuant to and subject to the terms and conditions of the SPA; and (d) Upon the consummation of each of the foregoing (a) – (c) and subject to the satisfaction of each of the conditions described in Section 6 hereof, (i) the Company shall irrevocably release, acquit, and forever discharge IsZo of and from any claim or cause of action it may hold against IsZo as it relates to the Company Claims in existence as of the Effective Time (other than with respect to IsZo’s obligations under this Agreement) and (ii) IsZo shall irrevocably release, acquit, and forever discharge the Company of and from any claim or cause of action it may hold against the Company as it relates to the Litigation Debt in existence as of the Effective Time (other than with respect to the Company’s obligations under this Agreement).

Settlement and Release. If this Agreement is terminated, the County shall pay to the Contractor any and all sums due, owing, and unpaid to the Contractor by the County for work performed through the date of termination, less any and all sums owed by the Contractor to the County, and less any and all deductions or other offsets the County may have. In exchange for these payments, the Contractor shall execute and deliver to the County a general release of the County, its elected officials, employees, representatives, and agents. This payment to the Contractor shall constitute Contractor's full and final compensation under this Agreement and the Contractor shall have no right to receive any further payments. This provision does not limit the right of the County to receive indemnification in the future.

Settlement and Release. 2.1 The Parties agree to dismiss with prejudice the Litigation. 2.1.1 Each Party shall pay its own attorney fees, expenses, expert fees, and costs incurred as a result of the Litigation and settlement thereof. 2.1.2 No later than three (3) business days after the Settlement Date, the Parties shall execute and file a stipulation and order in the form set forth in Exhibit A dismissing with prejudice all Claims, affirmative defenses, and any counterclaims in the Litigation. 2.1.3 The Parties shall proceed promptly with any and all additional procedures needed or necessary to dismiss with prejudice the Litigation. 2.1.4 Micrel represents and warrants that it has the right, power and authority to cause its counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice, grant all of the releases and licenses to Defendants as set forth herein and otherwise comply with all Micrel’s obligations under this Agreement. 2.1.5 MPS represents and warrants that it has the right, power and authority to cause its counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice and otherwise comply with all its obligations under this Agreement. 2.1.6 Hsing represents and warrants that he has the right, power and authority to cause his counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice and otherwise comply with all his obligations under this Agreement. 2.1.7 ▇▇▇▇▇ represents and warrants that he has the right, power and authority to cause his counsel to take any and all actions necessary in order to dismiss the Litigation with prejudice and otherwise comply with all his obligations under this Agreement. 2.2 Micrel releases Defendants and MPS’s Affiliates from any and all Claims (and liability) for any alleged past infringement of the Micrel Patents. Micrel releases any and all Claims (and liability) for past infringement of the Micrel Patents against Defendants and MPS’s Affiliates or any of their respective direct or indirect customers, end users, agents, employees, officers, directors, licensees, suppliers or distributors for use, manufacture, having manufactured, importation, offer for sale, sale or other distribution of any products, processes, or services that were sold, used, licensed, or otherwise transferred prior to the Settlement Date of this Agreement by, to, for, or on behalf of Defendants, its or their customers, end users, agents, employees, officers, dir...

Settlement and Release. (a) You, for yourself your heirs, executors, administrators, assigns and successors, fully and forever release and discharge Best (the "Company"), its predecessors, successors, parents, subsidiaries, and its other affiliated entities, and all of the current and former officers, directors, agents, shareholders, employees or assigns of any such entities (referred to herein collectively as the "Releasees") from any and all liabilities, claims, demands, contracts, debts, obligations and causes of action of every nature, kind and description, in law, equity or otherwise, whether known or unknown, whether liquidated or unliquidated, whether absolute or contingent, which now or hereafter do or may exist, with respect to any matter arising out of, relating to or connected with any of the following: (i) your employment, including employment through the LOA and any separation from employment which might follow, the ("Separation"), with the Company or with any parent, subsidiary or affiliate of the Company, (ii) any termination of your employment or consulting arrangement, with the Company or with any parent, subsidiary or affiliate of the Company, and (iii) any actual or promised compensation or benefit other than provided herein that may be or that hereafter may become due or owing to you from the Company or any parent, subsidiary or affiliate of the Company. (b) Furthermore, you, for yourself, your heirs, executors, administrators, assigns and successors, covenant not to sue or otherwise institute or cause to be instituted or in any way actively participate in or voluntarily assist in (except at the Company's request) the prosecution of any legal or administrative proceedings against any of the Releasees with respect to any matter arising out of or relating to any liabilities, claims, demands, contracts, debts, obligations and causes of action released under the preceding sentence. (c) You understand and agree that in consideration of the foregoing, you are waiving any rights you may have had, now have, or in the future may have, to pursue any and all remedies available to you in any country, state, province or other jurisdiction in the world under any employment-related causes of action, including without limitation: (i) claims of wrongful discharge, defamation, emotional distress, breach of contract, breach of the covenant of good faith and fair dealing; and (ii) claims under the Age Discrimination in Employment Act of 1967, as amended; Title VII of the 1964 Civ...