Execution of Receipts and Releases. Any issuance or transfer of shares of Stock or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such Person hereunder. As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify the date of settlement with respect to vested DSUs.
Receipts. A Receiving Party shall remit Receipts to the Other Party (in the same currency as such payment is received) within three Business Days of receipt thereof.
Extraordinary Receipts. At any time during a Cash Dominion Event, within one (1) Business Day of the date of receipt by any Loan Party of any Extraordinary Receipts in excess of $500,000 in the aggregate during the term of this Agreement (or all such Extraordinary Receipts at any time while an Event of Default exists), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to one hundred percent (100%) of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts.
The Parties agree that OHL, for the convenience of CLIENT and OHL, may not issue warehouse receipts. This shall not be construed as a failure to comply with the receipt provision in Section 7 of the Uniform Commercial Code and OHL shall not suffer any liability for such failure. The Parties agree that the terms of this Agreement shall override any conflicting provisions of the Uniform Commercial Code in this regard. OHL agrees that # CLIENT may file informational financing statements with regard to inventory and # OHL shall keep CLIENTs inventory and operations clearly segregated from the inventory and operations of other OHL clients.
Extraordinary Receipts. The shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds of any Extraordinary Receipts received by or paid to or for the account of any [[Loan Party:Organization]] or any of its Subsidiaries, and not otherwise included in clause (i) of this Section within thirty (30) days of the date of receipt by such [[Loan Party:Organization]] or such Subsidiary; provided, however, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied until the aggregate amount of the Net Cash Proceeds derived from any such Extraordinary Receipts in any fiscal year of the is equal to or greater than $15,000,000.
Releases. At the Closing, contingent upon Seller’s receipt of the Purchase Price, the Releases set forth herein shall become effective.
Releases. On the 95ht day after payment of the Settlement Payment, if no bankruptcy petition has been filed by or against IGI before such 95th day, PBGC will be deemed to have released IGI from the Title IV Liabilities and its obligations under the Agreement, as modified by the First Amended Agreement.
Releases. As further consideration for Administrative Agent’s and the [[Organization A:Organization]]’ entry into this Amendment, each Borrower, for itself and on behalf of all its predecessors, successors, assigns, agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys (collectively the “Releasing Parties”), releases and forever discharges the Administrative Agent and each Lender and their respective successors, assigns, partners, directors, officers, agents, attorneys, and employees from any and all claims, demands, cross-actions, controversies, causes of action, damages, rights, liabilities and obligations, at law or in equity whatsoever, known or unknown, whether past, present or future, now held, owned or possessed by the Releasing Parties, or any of them, or which the Releasing Parties or any of them may, as a result of any actions or inactions occurring on or prior to the date hereof, hereafter hold or claim to hold under common law or statutory right, arising, directly or indirectly out of any Loan or any of the Loan Documents or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby. Each Borrower understands and agrees that this is a full, final and complete release and agrees that this release may be pleaded as an absolute and final bar to any or all suit or suits pending or which may hereafter be filed or prosecuted by any of the Releasing Parties, or anyone claiming by, through or under any of the Releasing Parties, in respect of any of the matters released hereby, and that no recovery on account of the matters described herein may hereafter be had from anyone whomsoever, and that the consideration given for this release is not an admission of liability.
Releases of Guarantees. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by [Section 10.1]) to take, and the Administrative Agent hereby agrees to take promptly, any action requested by the Company having the effect of releasing, or evidencing the release of, any Guarantee Obligations to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with [Section 10.1].
Limitation on Releases. This Agreement is intended to be construed in the broadest possible manner to effectuate the intent of the Parties that all disputes between the Parties are forever resolved, subject only to the following exceptions which are to be narrowly construed:
Execution Payment. Within thirty (30) days after # receipt of a written invoice, which shall be provided on or as soon as practicable after the Effective Date, and # delivery to Arcus of a copy of this Agreement duly executed by Abmuno, Arcus shall pay to Abmuno an upfront fee of .
Counterpart Execution. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall be equally effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.
Counterparts; Execution. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement; provided, that, in any event, each party hereto shall promptly deliver a manually executed counterpart of this Agreement to Agent. Any electronic signature, contract formation on an electronic platform and electronic record-keeping shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act.
Electronic Execution. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Without limiting the generality of the foregoing, the parties hereto hereby # agree that, for all purposes, including in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the [[Consenting Lenders:Organization]], the Issuing Banks and the Borrower, electronic images of this Amendment (including with respect to any signature pages hereto) shall have the same legal effect, validity and enforceability as any paper original, and # waive any argument, defense or right to contest the validity or enforceability of this Amendment based solely on the lack of paper original copies of this Amendment, including with respect to any signature pages hereto.
DUE EXECUTION. This Agreement, and any and all other documents required to be executed and delivered by the Investor pursuant to this Agreement, have been duly executed and delivered by the Investor and constitute a valid, legal and binding obligation on the Investor that is enforceable against the Investor in accordance with their terms.
Facsimile Execution. This Agreement may be executed in pdf or facsimile counterparts each of which is hereby agreed to have the legal binding effect of an original signature. The Parties hereto agree to forward the original signatures by overnight mail to the other Party upon execution.
Certain Releases and Waivers. Notwithstanding anything to the contrary set forth herein, any release or waiver following the Effective Date of any Liens or any other right, title or interest (if any) any -District [[Organization F:Organization]] may have at any time in or to any Collateral as security for the -District Debt under any of the -District Note Documents (including, without limitation, any release or waiver of any such Liens or any such other right, title or interest (if any) in or to such Collateral effected # voluntarily by any -District [[Organization F:Organization]], # as a result of the -District Debt being Paid in Full or # by operation of law) shall have no effect on the validity, perfection or enforceability of any Liens or any other right, title or interest (if any) of Aegis in or to any such Collateral as security for the Aegis Debt under the Aegis Note Documents. Notwithstanding anything to the contrary set forth herein, any release or waiver following the Effective Date of any Liens or any other right, title or interest (if any) of Aegis may have at any time in or to any Collateral as security for the Aegis Debt under any of the Aegis Note Documents (including, without limitation, any release or waiver of any such Liens or any such other right, title or interest in or to such Collateral (if any) effected # voluntarily by Aegis, # as a result of the Aegis Debt being Paid in Full or # by operation of law) shall have no effect on the validity, perfection or enforceability of any Liens or any other right, title or interest (if any) of the -District Creditors in or to any such Collateral as security for the -District Debt under the -District Note Documents.
Releases of Hazardous Materials. If due to the acts or omissions of Tenant or Tenant's Agents, any Release of any Hazardous Material in, on, under, from or about the Premises shall occur at any time during the Lease Term and/or if due to the acts or omissions of Tenant or Tenant's Agents any other Hazardous Material condition exists at the Premises that requires response actions of any kind, in addition to notifying Landlord as specified above, Tenant, at its own sole cost and expense, shall # immediately comply with any and all reporting requirements imposed pursuant to any and all Environmental Laws, # provide a written certification to Landlord indicating that Tenant has complied with all applicable reporting requirements, # take any and all necessary investigation, corrective and remedial action in accordance with any and all applicable Environmental Laws, utilizing an environmental consultant approved by Landlord, all in accordance with the provisions and requirements of this Section 5.3, including, without limitation, [Section 5.3.4], and # take any such additional investigative, remedial and corrective actions as Landlord shall in its reasonable discretion deem necessary such that the Premises are remediated to the condition existing prior to such Release.
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