Company Release. The Company, on its own behalf and on behalf of its officers, affiliates, investors and other related Persons, hereby irrevocably, fully and unconditionally releases and forever discharges Investor and each of its present and former directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor within the meaning of the 1933 Act or the 1934 Act and each of the present and former directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor and all such other Persons are referred to herein collectively as the “Investor Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, which the Company may now own, hold, have or claim to have against any of the Investor Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, or in connection with the Share Consolidation (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representatives, covenants that it will not (and that it will cause all other Persons who may seek to claim by or through or in relation to the Company or the matters released by the Company in this Agreement not to) xxx any of the Investor Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor under this Agreement.
Appears in 2 contracts
Samples: Settlement Agreement (Hydrogenics Corp), Settlement Agreement (Hydrogenics Corp)
Company Release. The Company, on its own behalf and on behalf of its Subsidiaries and its and their respective officers, directors, affiliates, investors and other related PersonsPersons (the Company and all of the foregoing Persons referred to above in this Section 2 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges Investor (x) each Buyer and (y) each of its the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants and representatives of each Buyer, (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor each Buyer, within the meaning of the 1933 Act or the 1934 Act Act, and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor each Buyer and all such other Persons referred to above in clause (y) in this Section 2 are referred to herein collectively as the “Investor Buyer Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which the any Company Releasor may now own, hold, have or claim to have against any of the Investor Buyer Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, which arises from the beginning of the world to the date and time of this Agreement relating to the Company or in connection with the Share Consolidation any of its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representativesrepresentatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim by or as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) xxx sxx any of the Investor Buyer Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor any Buyer under this Agreement, the Purchase Agreement or under any other Transaction Document to which it is a party.
Appears in 2 contracts
Samples: Amendment and Release Agreement (Recon Technology, LTD), Amendment and Release Agreement (Recon Technology, LTD)
Company Release. The Effective upon the receipt by the Company of the full amount of the Settlement Payment, the Company, on its own behalf and for itself and, to the maximum extent permitted by law, on behalf of its former, current or future officers, affiliates, investors and other related Persons, hereby irrevocably, fully and unconditionally releases and forever discharges Investor and each of its present and former directors, officers, shareholders, members, partners, employees, agents, advisorsrepresentatives, representatives (parents, Subsidiaries, Affiliates, shareholders, managers, vendors and any predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity, and any other Persons person claiming (now or in the future) through or on behalf of any of said person or entities (“Company Releasing Parties” and together with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) Purchaser Releasing Parties, the “Releasing Parties”), hereby unequivocally, fully and each Person, if any, who controls Investor within the meaning of the 1933 Act or the 1934 Act irrevocably releases and discharges each of Parent, Purchaser, Merger Sub, the present Parent Related Parties and former their respective former, current or future directors, officers, shareholdersemployees, members, managers, partners, employeesshareholders, agentsagents or Representatives, advisors, representatives attorneys, accountants, insurers, predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity (collectively, “Purchaser Released Persons” and together with the Company Released Persons, the “Released Persons”), from any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor and all such other Persons are referred to herein collectively as the “Investor Releasees”) from all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, obligations, causes of action, counts, obligations, sums of money due, attorneys’ fees, suits, lossesdebts, omissionscovenants, damagesagreements, contingenciespromises, judgmentsdemands, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees damages and costs charges of defense and investigation), expenses and liabilities, of every name and whatever kind or nature, whether known or unknown, absolute in law or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, which the Company may now ownasserted or that could have been asserted, hold, have under federal or claim to have against any of the Investor Releasees for, uponstate statute, or by reason common law or the laws of any natureother relevant jurisdiction, cause, action arising from or inaction or thing whatsoever related toout of, based upon, arising out of, or in connection with or otherwise relating in any way to the Share Consolidation Merger Agreement (collectivelyincluding, for the avoidance of doubt, the Transaction Matters), the Equity Commitment Letter, the Limited Guarantee, the Debt Commitment Letter, the Voting Agreements or the transactions or payments contemplated by any of the foregoing, including any claim relating to the termination of the Merger Agreement (the “Company Released Claims,” and, together with the Purchaser Released Claims, the “Company Released Claims”). The Company; provided, on behalf that, for the avoidance of itself and its successors, assigns and other legal representatives, covenants that it will not (and that it will cause all other Persons who may seek to claim by or through or in relation to the Company or the matters released by the Company in this Agreement not to) xxx any of the Investor Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoingdoubt, nothing contained in this paragraph Agreement shall be deemed to release or relieve any party hereto from its obligations of Investor under (x) this Agreement, the Investment Agreement, the Promissory Note or the transactions contemplated hereby or thereby or (y) the Confidentiality Agreements.
Appears in 2 contracts
Samples: Termination and Settlement Agreement (Amherst Single Family Residential Partners VI, LP), Termination and Settlement Agreement (Front Yard Residential Corp)
Company Release. The To the fullest extent permitted by Law, the Company, on its own behalf for and on behalf of itself, each of its Subsidiaries and Affiliates, and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, affiliatesemployees, investors representatives, advisors, agents, attorneys, successors and other related Personsassigns and any and all Persons claiming by or through each of the foregoing (collectively, the “Company Related Parties”), hereby irrevocablyknowingly, voluntarily and irrevocably fully and unconditionally releases and forever discharges Investor Parent, Merger Sub, Sponsor, Sino IC, Lender and the Bank, each Subsidiary and Affiliate of Parent, Merger Sub, Sponsor, Sino IC, Lender or the Bank and each of its and their respective future, present and former general or limited partners, stockholders, members, managers, directors, officers, shareholdersemployees, membersrepresentatives, partners, employeesadvisors, agents, advisorsattorneys, representatives (successors, assigns and any other and all Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title claiming by or any other title) and each Person, if any, who controls Investor within the meaning of the 1933 Act or the 1934 Act and through each of the present and former directorsforegoing (collectively, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor and all such other Persons are referred to herein collectively as the “Investor ReleaseesParent Related Parties”) from any and all liabilities, claims, actions, obligations, causes of action, suitsobligations, lossesdemands, omissionscosts, damages, contingenciesexpenses, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs charges of defense every kind and investigationany nature whatsoever (collectively, “Claims”), expenses and liabilities, of every name and naturein each case, whether known or unknown, absolute or contingent, suspected or unsuspected, matured mature or unmatured, both at law and in equitycontingent or fixed, which the Company may now own, hold, have liquidated or claim to have against any of the Investor Releasees for, uponunliquidated, or by reason of any natureaccrued or unaccrued, cause, action or inaction or thing whatsoever related to, based uponin connection with, arising out ofof or relating to the Merger Agreement, the Financing Agreements or in connection with the Share Consolidation transactions contemplated by the Merger Agreement or the Financing Agreements, including (collectivelyi) any Claim that the Company is entitled to any Reverse Termination Fee, (ii) any acts, omissions, disclosures or communications related to the Merger Agreement or any Financing Agreement or the transactions contemplated thereby and (iii) any acts, omissions, disclosures or communications related to the termination of the Merger Agreement or any Financing Agreement or the negotiation of this Agreement (the claims released pursuant to this Section 3(a), the “Company Released Claims”); provided, that the foregoing shall not release, or limit the rights or obligations of, any Parent Related Party under (x) this Agreement, (y) the Confidentiality Agreement or (z) any agreements entered into following the date hereof. The Company, for and on behalf of itself and its successors, assigns and other legal representatives, covenants that it will not (and that it will cause all other Persons who may seek to claim by or through or in relation to each of the Company Related Parties, hereby irrevocably covenants to refrain from, directly or the matters released by indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding, action or arbitration of any kind against any Parent Related Party based upon any Company Released Claim. If the Company in this Agreement not to) xxx (or any of the Investor Releasees on the basis Company Related Parties) brings any claim, demand, proceeding, action or arbitration against any Parent Related Party in any legal or arbitral proceeding of or related any kind with respect to or in connection with any Company Claim herein released Released Claim, then the Company shall indemnify such Parent Related Party in the amount or value of any final judgment or settlement (monetary or other) and dischargedany related cost (including reasonable attorney’s fees and expenses) entered against, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release paid or relieve any obligations of Investor under this Agreementincurred by such Parent Related Party.
Appears in 1 contract
Samples: Termination Agreement (Xcerra Corp)
Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined in the Purchase Agreements) and its and their respective officers, directors, affiliates, investors and other related PersonsPersons (as defined below) (the Company and all of the foregoing Persons referred to above in this Section 2 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges Investor (v) Cranshire, (w) Cranshire Capital, L.P. (“Cranshire LP”), (x) Downsview Capital, Inc. (“Downsview”), (y) Cranshire Capital Advisors, LLC (“CCA”) and (z) each of its the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisorsadvisors and representatives of each of Cranshire, representatives Cranshire LP Downsview and CCA (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor any of Cranshire, Cranshire LP, Downsview or CCA within the meaning of the 1933 Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor Cranshire and all such other Persons referred to above in clauses (w), (x), (y) and (z) in this Section 2 are referred to herein collectively as the “Investor Cranshire Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which the any Company Releasor may now own, hold, have or claim to have against any of the Investor Cranshire Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, which arises from the beginning of the world to the date and time of this Agreement relating to the Company or in connection with the Share Consolidation any of its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representativesrepresentatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim by or as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) xxx any of the Investor Cranshire Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor Cranshire under (i) any of the Prior Agreements and Instruments (as defined below) or (ii) this Agreement. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.
Appears in 1 contract
Company Release. The Company(a) Effective as of the Separation Date, you hereby, on its own your behalf and on behalf of your affiliates, agents, heirs, executors, administrators, successors, personal representatives and/or assigns (collectively, the “Employee Releasors”), unconditionally, fully, and completely release and forever discharge each of the Company’s and its subsidiaries’ respective officers, affiliates, investors and other related Persons, hereby irrevocably, fully and unconditionally releases and forever discharges Investor and each of its present and former directors, officers, shareholdersmanagers, members, partners, shareholders, lenders, funding sources, investors, employees, vendors, agents, advisorsattorneys, representatives accountants, affiliates, predecessors, successors and assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Personcollectively, if any, who controls Investor within the meaning of the 1933 Act or the 1934 Act and each of the present and former directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor and all such other Persons are referred to herein collectively as the “Investor ReleaseesCompany Released Parties,”) from any claim and all claims, manner of action and actions, obligationsincluding but not limited to claims arising under Title VII, 42 U.S.C. §1981, Title 29 USC §621-634, unemployment, constructive termination and all other causes of action, suits, lossesdebts, omissionsdues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, contingenciescosts, expenses (including reasonable attorney’s fees), losses, liabilities, judgments, finesexecutions, penaltiesclaims, chargesliens, costs (includingdamages, without limitationwages, court costs, reasonable attorneys’ fees and costs demands of defense and investigation), expenses and liabilities, of every name and whatever nature, whether known or unknown, absolute anticipated or contingentunanticipated, suspected or unsuspected, matured accrued or unmaturedto accrue in the future, both at for or by reason of any matter, cause, or thing whatsoever, in law and or in equity, under local, state, or federal statutory or common law or administrative regulation (collectively, “Claims”), which any of the Company Employee Releasors ever had, now has, or hereafter can, shall or may now own, hold, have or claim to have against any of the Investor Releasees forCompany Released Parties, uponfrom the beginning of the world up to and including the Separation Date. Employee Releasors hereby agree that they (or any them) will not commence, prosecute, file, or by reason permit to be commenced, prosecuted or filed in their name or on their behalf, any lawsuit, claim or action against any of the Company Released Parties based upon or arising out of any natureact or event which occurred before the Separation Date (whether known or unknown, causeanticipated or unanticipated, action suspected or inaction or thing whatsoever related to, based upon, arising out of, or in connection with the Share Consolidation (collectively, the “Company Claims”unsuspected). The Company, on behalf of itself release and its successors, assigns and other legal representatives, covenants that it will not (and that it will cause all other Persons who may seek to claim by or through or waiver contained in relation to the Company or the matters released by this Section 8 is a material inducement for the Company in this Agreement not to) xxx any of the Investor Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor under entering into this Agreement.
Appears in 1 contract
Company Release. The Except for the obligations of the Concerned Shareholders pursuant to this Agreement, the Company Released Parties and the Company, on for itself and for (a) its own behalf subsidiaries, related and on behalf of affiliated companies, (b) its officerspredecessors, affiliatessuccessors and assigns and (c) its current and past officers and directors, investors including but not limited to the Current Company Directors, agents and other related Personsemployees, and, in each case hereby irrevocablyfully, fully forever, irrevocably and unconditionally releases remise and forever discharges Investor release the Concerned Shareholders and each of its present and former directors, officers, shareholders, their respective family members, partnerspredecessors, employeesheirs, agents, advisorspersonal representatives, representatives successors and assigns and the other Concerned Shareholders’ Nominees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor within the meaning of the 1933 Act or the 1934 Act and each of the present and former directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor and all such other Persons are collectively referred to herein collectively hereinafter jointly and severally as the “Investor ReleaseesConcerned Shareholders’ Released Parties”) of and from any and all claims, actions, obligationscomplaints, causes of action, suits, losses, omissions, damages, contingenciescosts, judgments, fines, penaltiesattorneys’ fees, charges, costs (includingliabilities and obligations of any kind, without limitationnature or description whatsoever, court costswhich any of them ever had, reasonable attorneysnow have or hereafter can, shall or may have, against the Concerned Shareholders’ fees and costs of defense and investigation), expenses and liabilities, of every name and natureReleased Parties, whether now known or unknown, absolute in law or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, which the Company may now ownin contract or in tort, holdpursuant to statute or otherwise, have and whether asserted or claim to have against any of the Investor Releasees for, upon, unasserted and liquidated or by reason of any nature, cause, action or inaction or thing whatsoever related to, based uponunliquidated, arising out of, based upon or in connection with related to: (i) any and all press releases, website releases, public statements or other solicitations or communications made by the Share Consolidation Concerned Shareholders’ Released Parties between October 9, 2014 and the present; (collectivelyii) any actions of the Concerned Shareholders’ Released Parties relating to the Solicitation, the “Company Claims”). The Company, on behalf Potential Proxy Contest or the Section 220 Demand; and (iii) any other action taken or not taken by the Concerned Shareholders’ Released Parties occurring from the beginning of itself and its successors, assigns and other legal representatives, covenants that it will not (and that it will cause all other Persons who may seek to claim by or through or in relation time to the Company or the matters released by the Company in this Agreement not to) xxx any of the Investor Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor under this Agreementpresent.
Appears in 1 contract
Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, directors, affiliates, investors and other related PersonsPersons (the Company and all of the foregoing Persons referred to above in this Section 3 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges Investor (x) Claimant, (y) Cranshire Capital, L.P. (“Cranshire LP”), Downsview Capital, Inc. (“Downsview”), Cranshire Capital Advisors, LLC (“CCA”) and (z) each of its the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisorsadvisors and representatives of each of Claimant, representatives Cranshire LP, Downsview and CCA (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor any of Claimant, Cranshire LP, Downsview or CCA within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor Claimant and all such other Persons referred to above in clauses (y) and (z) in this Section 3 are referred to herein collectively as the “Investor Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which the any Company Releasor may now own, hold, have or claim to have against any of the Investor Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, or in connection with which arises from the Share Consolidation beginning of the world to the date and time of this Agreement relating to the Company and its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representativesrepresentatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim by or as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) xxx sxx any of the Investor Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor Claimant under this AgreementAgreement or under any other Transaction Document to which it is a party.
Appears in 1 contract
Samples: Exchange Agreement (Advanced Cell Technology, Inc.)
Company Release. The Company, on its own behalf and Each of the Credit Parties (on behalf of itself and its officersAffiliates) for itself and for its successors in title and assignees and for its past, affiliates, investors and other related Persons, hereby irrevocably, fully and unconditionally releases and forever discharges Investor and each of its present and former directors, officers, shareholders, members, partners, future employees, agents, advisors, representatives (other than legal representatives), officers, directors, shareholders, and any other Persons with trustees (each, a functionally equivalent role of a Person holding such titles notwithstanding “Company Releasing Party” and collectively, the lack of such title or any other “Company Releasing Parties”), does hereby remise, release and discharge, and shall be deemed to have forever remised, released and discharged, the Lender, the Lender’s successors-in-title) and each Person, if any, who controls Investor within the meaning of the 1933 Act or the 1934 Act Lender’s Affiliates and each of the foregoing’s legal representatives and assignees, past, present and former future officers, directors, officerspartners, general partners, limited partners, managing directors, managers, members, affiliates, shareholders, memberstrustees, partnersagents, employees, agentsconsultants, principals, experts, advisors, representatives (attorneys and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding professionals and all other persons and entities to whom the lack of such title or any other Lender, the Lender’s successors in title) of such controlling Persons , the Lender’s Affiliates and each of their direct the foregoing’s legal representatives and indirect related Persons assignees, past, present and future officers, directors, affiliates, shareholders, trustees, managers, agents, employees, consultants, experts, advisors, attorneys and other professionals would be liable if such persons or entities were found to be liable to any Company Releasing Party or any of them (Investor collectively, hereinafter the “Lender Releasees”), from any and all such other Persons are referred to herein collectively as the “Investor Releasees”) from all claims, manner of action and actions, obligations, cause and causes of action, claims, charges, demands, counterclaims, crossclaims, suits, lossesdebts, omissionsdues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, contingencies, judgments, finesexpenses, executions, liens, claims of liens, claims of costs, penalties, chargesattorneys’ fees, costs or any other compensation, recovery or relief on account of any liability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise (including, without limitation, court any claims relating to (i) the making or administration of the Loans, including, without limitation, any such claims and defenses based on fraud, mistake, duress, usury or misrepresentation, or any other claim based on so-called “lender liability” theories, (ii) any covenants, agreements, duties or obligations set forth in the Loan Documents, (iii) increased financing costs, reasonable attorneys’ interest or other carrying costs, (iv) penalties, (v) lost profits or loss of business opportunity, (vi) legal, accounting and other administrative or professional fees and costs of defense and investigation), expenses and liabilitiesincidental, of every name consequential and naturepunitive damages payable to third parties, (vii) damages to business reputation, or (viii) any claims arising under 11 U.S.C. §§ 541-550 or any claims for avoidance or recovery under any other federal, state or foreign law equivalent), whether known or unknown, absolute fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, matured now existing, heretofore existing or unmatured, both at law and in equity, which the Company may now own, hold, have or claim to have heretofore accrue against any of the Investor Releasees forLender Releasees, uponand which are, in each case, based on any act, fact, event or by reason of any natureomission or other matter, cause, action or inaction cause or thing whatsoever related tooccurring at any time prior to or on the date hereof in any way, based upon, directly or indirectly arising out of, connected with or in connection with relating to the Share Consolidation Loan Agreement or any other Loan Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Lender Claim” and collectively, the “Company Lender Claims”). The CompanyAfter having been advised by their legal counsel with respect thereto, on each of the Company Releasing Parties further stipulates and agrees with respect to all Lender Claims, that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, rule or regulation, or any principle of common law, that would otherwise limit a release or discharge of any unknown Lender Claims pursuant to this Section 6, including without limitation Cal. Civ. Code § 1542, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. Each of the Credit Parties, On behalf of itself and its successors, assigns assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Lender Releasee that it will not (not, and that it will cause all other Persons who may seek to claim by or through or in relation to the Company or the matters released by the Company in this Agreement not to) xxx allow any of the Investor Releasees its Affiliates to, sxx (at law, in equity, in any regulatory proceeding or otherwise) any Lender Releasee on the basis of any Lender Claim released, remised and discharged by the Borrowers, any other Credit Party or related any of their respecting Affiliates pursuant to this Section 6. If any Credit Party or any of its successors, assigns or other legal representatives, or any of their respective Affiliates, violates the foregoing covenant, the Borrowers and other Credit Parties, each for itself and its successors, assigns and legal representatives, agree to pay, in connection with addition to such other damages as any Company Claim herein released Lender Releasee may sustain as a result of such violation, all attorneys’ fees and discharged, costs incurred by any Lender Releasee as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations a result of Investor under this Agreementsuch violation.
Appears in 1 contract
Samples: Waiver and Release Agreement (Regional Health Properties, Inc)
Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, directors, affiliates, investors and other related PersonsPersons (as defined below) (the Company and all of the foregoing Persons referred to above in this Section 1 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges Investor (x) Claimant, (y) Downsview Capital, Inc. (“Downsview”), Cranshire Capital Advisors, LLC (“CCA”) and (z) each of its the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisorsadvisors and representatives of each of Claimant, representatives Downsview and CCA (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor any of Claimant, Downsview or CCA within the meaning of the Securities Act of 1933, as amended (the “1933 Act Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor Claimant and all such other Persons referred to above in clauses (y) and (z) in this Section 1 are referred to herein collectively as the “Investor Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which the any Company Releasor may now own, hold, have or claim to have against any of the Investor Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, which arises from the beginning of the world to the date and time of this Agreement relating to the Company or in connection with the Share Consolidation any of its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representativesrepresentatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim by or as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) xxx any of the Investor Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor Claimant under this Agreement.
Appears in 1 contract
Company Release. The Company, on its own behalf and IASIS Healthcare Corporation (“IASIS”) hereby agrees on behalf of itself and its officers, directors, employees and agents, and all of its affiliates, investors and all of their officers, directors, employees and agents (the “IASIS Parties”), in consideration of the execution of the Release by W. Xxxx Xxxxxxx (“Xxxxxxx”) on , 2010 (the “Xxxxxxx Release”) and other related Personsgood and valuable consideration, the receipt and sufficiency of which is hereby irrevocablyirrevocably acknowledged, that IASIS and the IASIS Parties hereby, fully and unconditionally releases and completely forever discharges Investor and each of its present and former directors, officers, shareholders, members, partners, employees, agents, advisors, representatives release Xxxxxxx (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor within the meaning of the 1933 Act or the 1934 Act and each of the present and former directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor and all such other Persons are hereinafter referred to herein collectively as the “Investor Releasees”Releasee,” which term includes all of his successors, heirs, executors, administrators, estate trustees and assigns) from any and all claims, actions, obligations, causes of action, suits, lossesagreements, omissionspromises, damages, contingenciesdisputes, controversies, contentions, differences, judgments, finesclaims, penaltiesdebts, chargesdues, costs (includingsums of money, without limitationaccounts, court costsreckonings, reasonable bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever, which IASIS and the IASIS Parties or any of their respective agents, assignees, attorneys’ fees , successors, assigns, heirs and costs of defense and investigation)executors ever had, expenses and liabilitiesnow have or may have against the Releasee, of every name and naturein law, admiralty or equity, whether known or unknownunknown to IASIS and the IASIS Parties, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, which the Company may now own, hold, have or claim to have against any of the Investor Releasees for, upon, or by reason of of, any naturematter, causeaction, action or inaction omission, course or thing whatsoever related occurring up to the date this Release is signed by IASIS on behalf of itself and the other IASIS Parties, provided that the foregoing shall not include (i) any claims to enforce IASIS’ rights or Xxxxxxx’x obligations under, or with respect to, based uponthe Employment Agreement between Xxxxxxx and IASIS dated September 30, arising out of2010 (the “Employment Agreement”), the Xxxxxxx Release or any other agreement between Xxxxxxx and IASIS or the IASIS Parties, or in connection with the Share Consolidation (collectivelyii) any and all charges, the “Company Claims”)actions, causes of action, demands, debts, dues, bonds, accounts, covenants, contracts, liabilities, or damages of any nature whatsoever arising from Xxxxxxx’x willful misconduct. The CompanyIASIS, on behalf of itself and its successorsthe IASIS Parties, assigns for whom IASIS hereby expressly represents and other legal representativeswarrants that IASIS has the full authority to act on behalf of and/or legally bind, covenants fully understands that it will not (this Company Release is a legally binding document and that it will cause all by signing this Company Release IASIS and the IASIS Parties are prevented from filing, commencing or maintaining any action against the Releasee, other Persons who than to enforce IASIS’s rights under the Employment Agreement and the Xxxxxxx Release. This Company Release is final and binding and may seek to claim not be changed or modified, except by or through or in relation to written agreement by IASIS (on behalf of itself and the Company or IASIS Parties) and the matters released by the Company in this Agreement not to) xxx any of the Investor Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraphReleasee. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor under this Agreement.IASIS HEALTHCARE CORPORATION By: Name: Title: Dated:
Appears in 1 contract
Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, directors, affiliates, investors and other related PersonsPersons (the Company and all of the foregoing Persons referred to above in this Section 3 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges Investor (x) Claimant, (y) Downsview Capital, Inc. (“Downsview”), Cranshire Capital Advisors, LLC (“CCA”) and (z) each of its the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisorsadvisors and representatives of each of Claimant, representatives Downsview and CCA (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor any of Claimant, Downsview or CCA within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor Claimant and all such other Persons referred to above in clauses (y) and (z) in this Section 3 are referred to herein collectively as the “Investor Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which the any Company Releasor may now own, hold, have or claim to have against any of the Investor Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, or in connection with which arises from the Share Consolidation beginning of the world to the date and time of this Agreement relating to the Company and its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representativesrepresentatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim by or as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) xxx any of the Investor Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor Claimant under this AgreementAgreement or under any other Transaction Document to which it is a party.
Appears in 1 contract
Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, directors, affiliates, investors and other related PersonsPersons (the Company and all of the foregoing Persons referred to above in this Section 3 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges Investor (x) Claimant and (y) each of its the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants and representatives of Claimant, (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor Claimant, within the meaning of the 1933 Act or the 1934 Act Act, and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, consultants and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor Claimant and all such other Persons referred to above in clause (y) in this Section 3 are referred to herein collectively as the “Investor Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which the any Company Releasor may now own, hold, have or claim to have against any of the Investor Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, or in connection with which arises from the Share Consolidation beginning of the world to the date and time of this Agreement relating to the Company and its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representativesrepresentatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim by or as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) xxx sxx any of the Investor Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor Claimant under this Agreement, the Debt Purchase Agreement or under any other Transaction Document to which it is a party.
Appears in 1 contract
Samples: Exchange Agreement (Freeseas Inc.)
Company Release. The Company, on its own behalf and on behalf of its officers, affiliates, investors and other related Persons, hereby irrevocably, fully and unconditionally releases and forever discharges Investor and each of its present and former directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding Notwithstanding anything in the lack of such title Merger Agreement or any other title) and each PersonAncillary Agreement that may be deemed to the contrary, if anyincluding, who controls Investor within the meaning but not limited to, Section 10.02 of the 1933 Act or the 1934 Act Merger Agreement, effective upon execution and each delivery of the present and former directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor and all such other Persons are referred to herein collectively as the “Investor Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, which the Company may now own, hold, have or claim to have against any of the Investor Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, or in connection with the Share Consolidation (collectivelythis Agreement, the “Company Claims”). The Company, on behalf of itself and any Person claiming (now or in the future) through or on its successorsbehalf, assigns including its parents, subsidiaries and Affiliates and their respective past and present officers, directors, managing directors, partners, members and employees, as well as the heirs, executors, administrators, predecessors, successors and assigns, parents, subsidiaries, divisions, Affiliates and attorneys, accountants, investment bankers, financial or investments advisors, commercial bankers, insurers and co-insurers, and other legal representativesadvisors and agents of any of them (collectively, covenants that it will not the “Company Releasing Parties”), hereby fully, completely, finally and forever releases and discharges the GS Parties and their parents, subsidiaries and Affiliates and their respective past and present officers, directors, managing directors, partners, members and employees, as well as the heirs, executors, administrators, predecessors, successors and assigns, parents, subsidiaries, divisions, Affiliates and attorneys, accountants, investment bankers, financial or investments advisors, commercial bankers, insurers and co-insurers, and other advisors and agents (including debt and that it will cause equity financing sources) of any of them (collectively, the “GS Released Persons”), from any and all claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, duties, suits, costs, expenses and charges of whatever nature, known or unknown (including Unknown Claims, as defined below), without regard to the subsequent discovery or existence of different or additional facts, whether based on federal, state, local, statutory or common law or any other Persons who may seek to claim by law, rule or through regulation, at law or in relation equity, arising out of, or relating in any way to the Company or the matters released by the Company in this Agreement not to) xxx any of the Investor Releasees on Merger, the basis Merger Agreement or the Ancillary Agreements, or the transactions contemplated thereby, including any claim relating to the termination of the Merger Agreement, or the Parent Termination Fee set forth in Section 11.04(c) of the Merger Agreement and including any acts, omissions, negotiations, disclosure or communications related to the Merger, the Merger Agreement or in connection with any the Ancillary Agreements or the transactions contemplated thereby (the “Company Claim herein released and dischargedReleased Claims”); provided that, as provided in this paragraph. Notwithstanding for the foregoingavoidance of doubt, nothing contained in this paragraph herein shall be deemed to release or relieve any party hereto from its obligations of Investor under this Agreement or the Confidentiality Agreement or to prevent any party from enforcing their rights under this Agreement or the Confidentiality Agreement.
Appears in 1 contract
Company Release. The Company, on its own behalf and on behalf of its Subsidiaries and its and their respective officers, directors, affiliates, investors and other related PersonsPersons (the Company and all of the foregoing Persons are referred to herein as (“Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges Investor each Claimant and each of its such Claimant’s present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor each Claimant within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor each Claimant and all such other Persons referred to above are referred to herein collectively as the “Investor Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which the any Company Releasor may now own, hold, have or claim to have against any of the Investor Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, or in connection with which arises from the Share Consolidation beginning of the world to the date and time of this Agreement relating to the Company and its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representativesrepresentatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim by or as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) xxx any of the Investor Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor any Claimant under this AgreementAgreement or under any other Transaction Document to which it is a party.
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Company Release. The Except with respect to the Non-Released Claims (as defined below), the Company, on its own behalf and on behalf of its officers, affiliates, investors and other related Persons, hereby irrevocably, fully and unconditionally releases and forever discharges Investor Affiliates prior to the date hereof and each of its present and former directorstheir respective representatives, agents, successors, assigns, officers, directors, shareholders, members, partners, employees, agentsattorneys, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor within the meaning of the 1933 Act or the 1934 Act principals and each of them (collectively, the present "Company Releasing Parties"), does hereby consent to the execution, delivery and former directorsperformance of this Agreement and the consummation of the transactions contemplated hereby and by the Securities Purchase Agreement and does hereby release absolutely and forever compromise, settle and discharge each of the Stockholders, the Purchaser, and each of their respective Affiliates, subsidiaries, representatives, agents, successors, assigns, officers, directors, shareholders, members, managers, principals, partners, employees, agentsattorneys and principals, advisorspast and present and their respective heirs, representatives successors and assigns (and collectively, the "Company Released Parties"), from any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor and all such other Persons are referred to herein collectively as the “Investor Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, Actions which the Company Releasing Parties have, or ever had, owned or held, or hereafter can, shall or may now own, hold, have or claim to have against any of the Investor Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, Company Released Parties arising out of, relating to, in connection with, caused by, or by virtue of, any events, facts or circumstances through the date hereof, whether pursuant to the Terminated Contracts, as a holder of debt or equity of the Company, in connection with the Share Consolidation (collectivelytransactions contemplated hereby or by the other Documents, the “Company Claims”)in connection with any prior transactions or otherwise. The Company, on its behalf and on behalf of each Company Releasing Party, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims (that do not constitute Non-Released Claims) and acknowledges that it understands the significance of this release of unknown claims and waiver of statutory protection against a release of unknown claims. The Company understands and acknowledges (for itself and its successors, assigns and other legal representatives, covenants all the Company Releasing Parties) that it will not (and that it will cause all other Persons who may seek to claim by or through discover facts different from, or in relation addition to, those which it knows or believes to be true with respect to the claims released herein, and agrees that this release shall be and remain effective in all respects notwithstanding any subsequent discovery of different and/or additional facts. Should any Company Releasing Parties discover that any fact relied upon in entering into this release was untrue, or that any fact was concealed, or that an understanding of the matters facts or law was incorrect, no Company Releasing Parties shall be entitled to any relief as a result thereof, and the Company surrenders (for itself and all the Company Releasing Parties) any rights it might have to rescind this release on any ground. This release is intended to be and is final and binding regardless of any claim of misrepresentation, promise made with the intention of performing, concealment of fact, mistake of law or fact, or any other circumstances whatsoever. The Company, on its behalf and on behalf of each other Company Releasing Party, hereby warrants and represents that there has been no assignment, conveyance, encumbrance, hypothecation, pledge or other transfer of any interest or any matter covered by this release. If, for any reason, any court of competent jurisdiction shall hold by final non-appealable order that any Action purported to be released hereby is not so released, then this release shall nonetheless be and remain effective with respect to each and every other Action released hereby. The Company, on its behalf and on behalf of each Company Releasing Party, acknowledges and agrees that this waiver is an essential and material term of this Agreement. Notwithstanding anything contained herein or elsewhere to the contrary, neither the Company nor any Company Releasing Party is releasing any Company Released Party from or against (i) any Losses or other Actions arising out or relating to any events, facts or circumstances for which the Stockholders have agreed to indemnify the Purchaser pursuant to Section 9 below or (ii) any breaches by the Company in this Purchaser under the Securities Purchase Agreement not to) xxx any of (collectively, the Investor Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph"Non-Released Claims"). Notwithstanding Without limiting the foregoing, nothing and notwithstanding anything contained to the contrary herein, all rights to indemnification as set forth in Section 9 below shall remain in full force and effect and shall not be otherwise modified or affected by this paragraph shall release or relieve any obligations of Investor under this AgreementSection 3.
Appears in 1 contract
Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, directors, affiliates, investors and other related PersonsPersons (as defined below) (the Company and all of the foregoing Persons referred to above in this Section 1 are referred to herein as "Company Releasors"), hereby irrevocably, fully and unconditionally releases and forever discharges Investor the Warberg Entities and each of its the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives of the Warberg Entities (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor the Warberg Entities within the meaning of the Securities Act of 1933, as amended (the "1933 Act Act"), or the Securities Exchange Act of 1934, as amended (the "1934 Act Act"), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor the Warberg Entities and all such other Persons referred to above in this Section 1 are referred to herein collectively as the “Investor "Warberg Releasees”") from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ ' fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the "Claims") which the any Company Releasor may now own, hold, have or claim to have against any of the Investor Warberg Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, which arises from the beginning of the world to the date and time of this Agreement relating to the Company or in connection with the Share Consolidation any of its Subsidiaries (collectively, the “"Company Claims”"). The Company, on behalf of itself and its successors, assigns and other legal representativesrepresentatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim by or as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) xxx any of the Investor Warberg Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor the Warberg Entities under this Agreement.
Appears in 1 contract
Company Release. The Company, on its own behalf and on behalf of its officers, directors, affiliates, investors and other related PersonsPersons (as defined below) (the Company and all of the foregoing Persons referred to above in this Section 1 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges Investor and each of Claimant, its present and former directorsgeneral partner, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor within the meaning of the 1933 Act or the 1934 Act and each of the present and former directors, officers, shareholders, members, managers, investment managers (including, without limitation, those retained in connection with the transactions contemplated by this Agreement), investment advisers, partners, employees, agents, advisors, advisors and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor Claimant and all such other Persons referred to above are referred to herein collectively as the “Investor Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which the any Company Releasor may now own, hold, have or claim to have against any of the Investor Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, or in connection with which arises from the Share Consolidation beginning of the world to the date and time of this Agreement relating to the Company (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representativesrepresentatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim by or through or in relation to the Company or the matters released by the Company in this Agreement not to) xxx any of the Investor Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall in any way release or relieve any obligations of Investor Claimant under (i) any of the 2010 Transaction Documents (as defined below) or (ii) this Agreement. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.
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Company Release. The Company, on its own behalf Company and on behalf each of its officers, affiliates, investors and other related Persons, the Company Subsidiaries hereby irrevocably, fully and unconditionally releases and forever discharges Investor discharge the Equityholder Representative and each Equityholder and each of its present and former directorstheir affiliates, members, officers, shareholders, members, partnersmanagers, employees, agents, advisorsconsultants, advisors and other representatives (including legal counsel, accountants and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) financial advisors), and each Person, if any, who controls Investor within the meaning all of the 1933 Act or the 1934 Act foregoing persons’ respective predecessors, successors and each of the present and former directorsassigns (individually, officersan “Equityholder Releasee” and, shareholderscollectively, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor and all such other Persons are referred to herein collectively as the “Investor Equityholder Releasees”) ), from any and all claims, demands, actions, obligationslitigations, suits (whether civil, criminal, administrative, investigative or informal), causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation)obligations, expenses debts and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, which of any kind, character or nature whatsoever, through the Company may now owndate hereof, holdwhether sounding in contract, have tort or claim to have against any of the Investor Releasees forotherwise, uponwhether known, matured, or by reason unmatured, contingent or vested, of any kind or nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, and in each case relating to or in connection with the Share Consolidation Contingent Consideration Agreement, the Merger Agreement, each of the Loan Documents, any other documents or agreements executed in connection with such agreements and documents, the transactions contemplated thereby and the operations of the Company (collectively, the “Company Claims”) that the Company and each of the Company Subsidiaries now has, had or may have in the future against the respective Equityholder Releasees (the “Company Release”). The CompanyWith respect to any and all Company Claims, on behalf the Company and each of itself the Company Subsidiaries stipulates and its successors, assigns and other legal representatives, covenants agrees that it will shall be deemed to have expressly waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The foregoing Company Release shall not (and that it will cause all other Persons who may seek a) relieve any Equityholder Releasee of its obligations or liabilities pursuant to claim by or through or in relation to the Company or the matters released by the Company expressly reserved in this Agreement not to) xxx any of the Investor Releasees on the basis of or related to or in connection with any Company Claim herein released the Warrant, and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or (b) relieve any Equityholder Releasee of its obligations of Investor or liabilities under this the Securities Purchase Agreement.
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Samples: Termination Agreement (Interpace Diagnostics Group, Inc.)
Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, directors, affiliates, investors and other related PersonsPersons (as defined below) (the Company and all of the foregoing Persons referred to above in this Section 3 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges Investor (x) Claimant, (y) its general partner and (z) each of its the present and former directors, officers, shareholders, members, managers, investment managers (including, without limitation, Cranshire Capital Advisors, LLC and Downsview Capital, Inc.), investment advisers, partners, employees, agents, advisors, advisors and representatives of each of Claimant and its general partner (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor any of Claimant or its general partner within the meaning of the Securities Act of 1933, as amended (the “1933 Act Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor Claimant and all such other Persons referred to above in clauses (y) and (z) in this Section 3 are referred to herein collectively as the “Investor Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which the any Company Releasor may now own, hold, have or claim to have against any of the Investor Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, or in connection with which arises from the Share Consolidation beginning of the world to the date and time of this Agreement relating to the Company and its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representativesrepresentatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim by or as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) xxx any of the Investor Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor Claimant under this Agreement. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.
Appears in 1 contract
Samples: Settlement Agreement (Imaging3 Inc)
Company Release. The Company, on its own behalf and on behalf of its officers, affiliates, investors and other related Persons, hereby irrevocably, fully and unconditionally releases and forever discharges Investor and each of its present and former directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding Notwithstanding anything in the lack of such title Merger Agreement or any other title) and each PersonAncillary Agreement that may be deemed to the contrary, if anyincluding, who controls Investor within the meaning but not limited to, Section 7.5 of the 1933 Act or the 1934 Act Merger Agreement, effective upon execution and each delivery of the present and former directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor and all such other Persons are referred to herein collectively as the “Investor Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, which the Company may now own, hold, have or claim to have against any of the Investor Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, or in connection with the Share Consolidation (collectivelythis Agreement, the “Company Claims”). The Company, on behalf of itself and any Person claiming (now or in the future) through or on its successorsbehalf, assigns including its parents, subsidiaries and Affiliates and their respective past and present officers, directors, managing directors, partners, members and employees, as well as the heirs, executors, administrators, predecessors, successors and assigns, parents, subsidiaries, divisions, Affiliates and attorneys, accountants, investment bankers, financial or investments advisors, commercial bankers, insurers and co-insurers, and other legal representativesadvisors and agents of any of them (collectively, covenants that it will not the “Company Releasing Parties”), hereby fully, completely, finally and forever releases and discharges Parent, Merger Sub and their parents, subsidiaries and Affiliates and their respective past and present officers, directors, managing directors, partners, members and employees, as well as the heirs, executors, administrators, predecessors, successors and assigns, parents, subsidiaries, divisions, Affiliates and attorneys, accountants, investment bankers, financial or investments advisors, commercial bankers, insurers and co-insurers, and other advisors and agents (including debt and that it will cause equity financing sources) of any of them (collectively, the “KW Released Persons”), from any and all claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, duties, suits, costs, expenses and charges of whatever nature, known or unknown (including Unknown Claims, as defined below), without regard to the subsequent discovery or existence of different or additional facts, whether based on federal, state, local, statutory or common law or any other Persons who may seek to claim by law, rule or through regulation, at law or in relation equity, arising out of, or relating in any way to the Company or the matters released by the Company in this Agreement not to) xxx any of the Investor Releasees on Merger, the basis Merger Agreement or the Ancillary Agreements, or the transactions contemplated thereby, including any claim relating to the termination of the Merger Agreement, or the Parent Termination Fee set forth in Section 7.6 of the Merger Agreement and including any acts, omissions, negotiations, disclosure or communications related to the Merger, the Merger Agreement or in connection with any the Ancillary Agreements or the transactions contemplated thereby (the “Company Claim herein released and dischargedReleased Claims”); provided that, as provided in this paragraph. Notwithstanding for the foregoingavoidance of doubt, nothing contained herein shall be deemed to release any party hereto from its obligations under this Agreement or the Confidentiality Agreement or to prevent any party from enforcing their rights under this Agreement or the Confidentiality Agreement. For the avoidance of doubt, nothing in this paragraph shall Section 4.01 provides for a release or relieve by any obligations of Investor under this Agreementthe Company Releasing Parties of any of the Rollover Released Persons (as defined below).
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Samples: Termination and Settlement Agreement (Stein Mart Inc)
Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, directors, affiliates, investors and other related PersonsPersons (as defined below) (the Company and all of the foregoing Persons referred to above in this Section 1 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges Investor Claimant and each of its the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives (and of Claimant(and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor Claimant within the meaning of the Securities Act of 1933, as amended (the “1933 Act Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor Claimant and all such other Persons referred to above in this Section 1 are referred to herein collectively as the “Investor Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which the any Company Releasor may now own, hold, have or claim to have against any of the Investor Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, which arises from the beginning of the world to the date and time of this Agreement relating to the Company or in connection with the Share Consolidation any of its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representativesrepresentatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim by or as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) xxx any of the Investor Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor Claimant under this Agreement.
Appears in 1 contract
Company Release. The Company, on its own behalf and on behalf of its officers, affiliates, investors Subsidiaries and other related Personsits and their respective officers and directors (the Company and all of the foregoing Persons referred to above in this Section 1 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges Investor and (x) each of its the Claimants and (y) each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives of each Claimant (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor any Claimant within the meaning of the 1933 Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor each Claimant and all such other Persons referred to above in clause (y) in this Section 1 are referred to herein collectively as the “Investor Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which the any Company Releasor may now own, hold, have or claim to have against any of the Investor Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related towhich arises from the beginning of the world to the date and time of this Agreement relating to the Company, based upon, arising out of, CRG or in connection with the Share Consolidation any of their respective Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representativesrepresentatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim by or as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) xxx sxx any of the Investor Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor any Claimant under this Agreement. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.
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Company Release. The Company, on its own behalf and on behalf of its Subsidiaries (as defined below) and its and their respective officers, directors, affiliates, investors and other related PersonsPersons (as defined below) (the Company and all of the foregoing Persons referred to above in this Section 1 are referred to herein as “Company Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges Investor (x) Claimant, (y) Oakmont Investments LLC (“Oakmont”) and (z) each of its the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives of each of Claimant and Oakmont (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls Investor any of Claimant or Oakmont within the meaning of the Securities Act of 1933, as amended (the “1933 Act Act”), or the Securities Exchange Act of 1934, as amended (the “1934 Act Act”), and each of the present and former directors, officers, shareholders, members, managers, investment managers, investment advisers, partners, employees, agents, advisors, advisors and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons and each of their direct and indirect related Persons (Investor Claimant and all such other Persons referred to above in clauses (y) and (z) in this Section 1 are referred to herein collectively as the “Investor Claimant Releasees”) from all claims, actions, obligations, causes of action, suits, losses, omissions, damages, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), expenses and liabilities, of every name and nature, whether known or unknown, absolute or contingent, suspected or unsuspected, matured or unmatured, both at law and in equity, (collectively, the “Claims”) which the any Company Releasor may now own, hold, have or claim to have against any of the Investor Claimant Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever related to, based upon, arising out of, which arises from the beginning of the world to the date and time of this Agreement relating to the Company or in connection with the Share Consolidation any of its Subsidiaries (collectively, the “Company Claims”). The Company, on behalf of itself and its successors, assigns and other legal representativesrepresentatives and all of the other Company Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim by or as, by, through or in relation to any of the Company Releasors or the matters released by the Company Releasors in this Agreement not to) xxx any of the Investor Claimant Releasees on the basis of or related to or in connection with any Company Claim herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of Investor Claimant under this Agreement.
Appears in 1 contract
