Unconditional Release Sample Clauses
An Unconditional Release clause serves to fully and irrevocably discharge one party from any further obligations or claims related to a specific contract or transaction. In practice, this means that once the release is executed, the releasing party cannot later pursue legal action or demand additional compensation regarding the matters covered by the agreement. This clause is commonly used upon completion of contractual duties, such as payment or delivery, to provide certainty and finality, ensuring that all parties can move forward without lingering liabilities or disputes.
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Unconditional Release. Each of Pfizer, on the one hand, and each of Auxilium and Auxilium International, on the other hand (each, a “Releasing Party”), hereby Unconditionally Releases (i) in the case of Pfizer as the Releasing Party, each of Auxilium and Auxilium International, and in the case of each of Auxilium and Auxilium International. as the Releasing Party, Pfizer, (ii) the past, present and future Affiliates, directors, officers, employees, agents or representatives of the releasee described in clause (i) (in each case, solely in their capacities as such) and (iii) each of the respective successors and assigns of each release described in clauses (i) and (ii) (in each case, solely in their capacities as such) (each releasee described in clause (i), (ii) or (iii), individually, a “Releasee” and, collectively, the “Releasees”) from any and all Possible Claims whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which the Releasing Party now has, has ever had, or hereafter can, shall or may have against the respective Releasees arising out of any matter, cause, event or thing whatsoever from the beginning of the world to the Termination Date arising out of or relating to the Original Agreement; provided, however, that this Unconditional Release shall not release or discharge (a) any Possible Claims by a Releasing Party against a Releasee under this Agreement, (b) any obligation with respect to Third Party Claims as defined and set forth in Article 11 of the Original Agreement, (c) any obligation of Pfizer to pay Commercialization Payments under the Original Agreement that have accrued and become payable prior to the Termination Date but have not yet been paid, and (d) any obligation arising from Article 12 of the Original Agreement. Each Releasing Party hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced or instituted any proceeding of any kind, against any Releasee, based upon any Possible Claim released hereby. Furthermore, if a Releasing Party commences such a proceeding against a Releasee and the adjudicating body before which the proceeding is brought determines in a final judgment that such claim or demand has been released pursuant to this Section 11, such Releasing Party shall reimburse the Releasee for all expenses (including reasonable costs of investigation and defense and attorney’s fees) incurred in connection with such pr...
Unconditional Release. The Company shall not consent to the terms of any compromise or settlement of any action defended by the Company in accordance with the foregoing without the prior consent of the Indemnitee, unless such compromise or settlement (a) includes an unconditional release of the Indemnitee from all liability arising out of such action or claim and (b) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of the Indemnitee.
Unconditional Release. Notwithstanding the provisions of Major League Rule 8 and paragraph 7(d) of the Uniform Player’s Contract, the following procedure may be used to give notice to a Player in connection with his unconditional release. At the same time the Club advises a Player in writing that the Club has requested waivers for the purpose of unconditional release, and the date on which the waiver request will expire, the Player shall advise the Club in writing of the address and telephone number to which the Club should telephone or telegraph notice of termination to the Player upon the expiration of the waiver period. If the Player fails to supply a telephone number or address, the Club may use the most recent address or telephone number the Player has supplied the Club. Upon the expiration of the waiver period, the Club shall either give notice to the Player by telephone or by sending a telegraph notice of termina- tion to the Player. In addition, the Player may make a collect telephone call to the Club to determine whether his contract has been claimed.
Unconditional Release. You acknowledge and agree that, in deciding to execute this Agreement, you have relied entirely upon your own judgment and the judgment of such lawyers and other personal advisors that you have chosen to consult; that you have read this Agreement; that you have had adequate time to consider its terms and effects and to consult with, and to ask any questions that you may have of anyone, including legal counsel and other financial and personal advisors of your own choosing; and that you have executed this Agreement voluntarily and with the full understanding of its terms and effects. You specifically acknowledge that you understand that this Agreement is a legally binding document and that by signing this Agreement you are prevented from filing, commencing or maintaining any action, complaint, charge, grievance, arbitration or other proceeding against the Company except as expressly permitted by the terms of this Agreement. You further agree that no fact, evidence, event or transaction currently unknown to you but which hereafter may become known to you shall affect in any way or manner the final and unconditional nature of this Agreement.
Unconditional Release. Solely with respect to Executive’s release of Claims as provided in Section 6, Executive hereby expressly assumes the risk of any mistake of fact or that the true facts might be other than or different from the facts now known or believed to exist, and it is the express intention of the parties to forever settle, adjust and compromise any and all disputes between and among them with respect to any Claim, finally and forever, and without regard to who may or may not have been correct in their respective understandings of the facts or the law relating thereto.
Unconditional Release. Each of Investors Bancorp, Investors Bank and BOP hereby unconditionally and irrevocably acquits, remises, releases and forever discharges the other parties, their affiliates, and their respective present, future or former officers, directors, employees, affiliates, agents, shareholders, members, partners, advisors and representatives, and their respective successors and assigns of and from any and all claims, losses, liabilities, demands and causes of action of any kind whatsoever arising under the Merger Agreement or the Voting Agreements.
Unconditional Release. Each of HopFed, Heritage, Interim and ▇▇▇▇▇▇ hereby unconditionally and irrevocably acquits, remises, releases and forever discharges the other parties, their affiliates, and their respective present, future or former officers, directors, employees, affiliates, agents, shareholders, members, partners, advisors and representatives, and their respective successors and assigns of and from any and all claims, losses, liabilities, demands and causes of action of any kind whatsoever arising under the Merger Agreement or the Support Agreements.
Unconditional Release. It is understood and agreed that the Inspector and the Lab are not insurers and that any Report provided under this Agreement shall not be construed whatsoever as a warranty or guarantee of performance, adequacy, or condition of any structure, item, or system at the subject property. The Client hereby releases and holds harmless, the Inspector and Lab and their respective agents and employees ("Indemnified Parties") from any and all claims, causes of actions, demands, costs, expenses, judgments, losses, and/or damages whatsoever (including without limitation, attorney's fees, litigation expenses at pretrial, trial and/or on appeal, investigation fees, collection fees and court costs) in connection with any claim or demand which Indemnified Parties may suffer or which arise out of the Indemnified Parties' performance of this Agreement.
Unconditional Release. In consideration for entering into this Amendment, each Seller (each individually a “Releasor”) hereby acknowledges and agrees that except with respect to the portion of the Earnout Amount that such Releasor may be entitled to receive on the 2017 Earnout Payment Date and the 2018 Earnout Payment Date pursuant to this Amendment, each Releasor hereby remises, releases and forever discharges each of MediaMiser Ltd., the Purchaser, and Innodata Inc. (collectively, the “Releasees”) of and from all actions, causes of action, suits, debts, duties, accounts, bonds covenants, contracts, claims and demands whatsoever (hereinafter referred to as “Claims”) which a Releasor now has or hereafter can, shall or may have for or by reason of or in any way arising out of any cause, matter or thing whatsoever and in particular, without in any way limiting the generality of the foregoing, for or by reason of or in any way arising out of any and all claims for moneys, advances, bonuses (including, without limitation, retention bonuses), incentive pay, participation in profits or earnings or any other remuneration, arising from or related to the Agreement or this Amendment. Each Releasor hereby declares, covenants and agrees that the undersigned has reviewed and fully understands the terms and binding effect of this release, and that there is no representation, warranty, collateral agreement or condition affecting this release other than as expressed in the Amendment in writing.
Unconditional Release. Each of Washington Federal and Anchor hereby unconditionally and irrevocably acquits, remises, releases and forever discharges the other parties, their affiliates, and their respective present, future or former officers, directors, employees, affiliates, agents, shareholders, members, partners, advisors and representatives, and their respective successors and assigns of and from any and all claims, losses, liabilities, demands and causes of action of any kind whatsoever arising under the Merger Agreement.