Example ContractsClausesFull Release
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Full Release. For the consideration set forth in the Employment Agreement, for other fair and valuable consideration therefor and the consideration set forth in [section 2] hereof, EMPLOYEE, for herself, her heirs, executors, administrators, successors and assigns (hereinafter collectively referred to as the “Releasors”), hereby fully releases and discharges the Company, its parents, subsidiaries, affiliates, insurers, successors, and assigns, and their respective officers, directors, officers, employees, and agents (all such persons, firms, corporations and entities being deemed beneficiaries hereof and are referred to herein as the “Company Entities”) from any and all actions, causes of action, claims, obligations, costs, losses, liabilities, damages and demands of whatsoever character, whether or not known, suspected or claimed, which the Releasors have, from the beginning of time through the date of this Agreement and General Release, against the Company Entities arising out of or in any way related to EMPLOYEE’s employment or termination of her employment; provided, however, that this shall not be a release with respect to EMPLOYEE’s right to indemnification and directors’ and officers’ insurance as provided in [Section 9] of the Employment Agreement.

Full and Final Release. In consideration for the transition assistance benefits described above, Employee releases and discharges the Company from all claims (including claims for attorney's fees and costs), demands and causes of action, known or unknown, which Employee may have or claim to have, arising out of, or in any way relating to, Employee’s employment or termination of Employee’s employment with the Company, whether based on any act or omission to act. This includes, but is not limited to, claims of negligence, intentional misconduct, breach of contract (whether written or oral), violation of the Employee Retirement Income Security Act of 1974 (ERISA) (as amended), violation of the Age Discrimination in Employment Act of 1967 (ADEA) (as amended), violation of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) (as amended), violation of the Worker Adjustment and Retraining Notification Act (WARN) (as amended), violation of the Americans with Disabilities Act of 1990 (as amended), National Labor Relations Act (as amended), claims arising under any other federal, state or local laws, executive orders, regulations, directives, codes, common law, constitutional provision or public policy prohibiting employment discrimination based on age, color, race, gender/sex, sexual preference/orientation, height, weight, marital status, national origin, mental or physical disability, religious affiliation, veteran status or any other forms of discrimination, and claims based on any other laws, executive orders, regulations, directives, codes, common law, constitutional provision or public policy affecting relations between employers and employees, including claims growing out of the Company's termination of its employees.

Full Satisfaction; Release of Liens. The Parties hereby acknowledge that the several exchanges carried out pursuant to this Debt Exchange Agreement have fully satisfied the obligations of Eastside arising from any of the following instruments: the Bigger/D2 TQLA Notes, the Convertible Notes, the First Senior Note, the Other Investor TQLA Notes and the Whiskey Notes. Promptly after the Closing, the Creditors will each file in all applicable jurisdictions UCC-3 forms terminating their liens on the assets of Eastside.

Release on Payment in Full. The Agent shall, upon the written request and at the expense of the Borrowers, # upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Liens of the Mortgages, the Pledge Agreements and of this Agreement upon the Cash Management Account, all Reserve Funds and all other security interests granted herein and under the Loan Documents (collectively, the “Security Documents”) and execute any UCC-termination statements reasonably necessary in connection therewith, or # in lieu of applying monies as a full repayment of the Debt, along with a release of the Liens of the Mortgages and the other Security Documents, in consideration of an amount equal to that necessary for a full repayment of the Debt in accordance with the terms of the Loan Documents, endorse the Note, and assign the Mortgages and the Note to a lender designated by the Borrowers, which assignment shall be without any representations or warranties, other than due authorization of such assignment and the Lender’s ownership of the Note, and the Borrowers shall reimburse the Agent and the Lender for all of their costs, including, but not limited to, legal costs and expenses incurred in connection therewith.

Full Disclosure. The financial statements referred to in [Section 7.6] above, this Agreement, and any written statement furnished by Borrowers to Agent or any Lender (copies of which have been previously delivered), do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not misleading, in light of the circumstances under which it was made; provided, that with respect to any projections and pro forma financial information contained in the materials referenced above, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made in light of the circumstances when made, it being recognized by Agent and Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period covered by such financial information may differ from the projected results as set forth therein by a material amount.

Neither this Agreement (including all Schedules and exhibits hereto) nor any of the Transactional Agreements contemplated to be executed and delivered by Cosmos in connection with this Agreement contains any untrue statement of material fact; and none of such documents omits to state any material fact necessary to make any of the representations, warranties or other statements or information contained therein not misleading.

Full Disclosure. No written representation, warranty or other statement of Co-Borrower in any certificate or written statement given to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that the projections and forecasts provided by Co-Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

Full Disclosure. Neither this Agreement nor any certificate, financial statement or other writing provided to the by or on behalf of the or any Subsidiary contains any statement of fact that is incorrect or misleading in any material respect or omits to state any fact necessary to make any such statement not incorrect or misleading. The has not failed to disclose to the any fact that might have a material adverse effect on the or any Subsidiary.

There are no materially misleading misstatements in any of the representations and warranties made by Seller in this Agreement, the Exhibits or Schedules to this Agreement, or any certificates delivered by Seller pursuant to this Agreement and Seller has not omitted to state any fact necessary to make statements made herein or therein not materially misleading.

SECTION # Representations and Warranties of JKDG. JKDG to the extent applicable and with regard to itself and GHM, represents and warrants to Cafesa and the Selling Shareholders the following:

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