Company Releases. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including without limitation the mutual promises set forth in this Agreement, the Company, for itself and themselves, its and their parents, affiliates, subsidiaries, divisions, groups and past and present officers, directors, employees, agents, representatives, attorneys, accountants, auditors, consultants, administrators, beneficiaries, predecessors, successors and assigns (collectively, “Company Release Parties”) and any person or entity claiming by or through any of the foregoing hereby RELEASE AND DISCHARGE Xx. Xxxxx, his representatives, attorneys, accountants, auditors, consultants, successors and assigns in any capacity whatsoever (collectively, “Xxxxx Release Parties”) of and from all actions, causes of action, suits, debts, dues, sums of money, claims for breaches of contract, claims for breaches of fiduciary duties claims of entitlement to securities, compensation, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages (compensatory, consequential, liquidated, special, punitive or otherwise), judgments, extents, executions, claims, and demands (including attorneys’ fees and costs) of any nature whatsoever (other than violation of law, fraud or willful violation of the Sarbanes Oxley Act in connection with any undisclosed activities on behalf of the Company), in law, admiralty or equity that are known as of the date hereof, against the Xxxxx Release Parties that the Company Release Parties ever had, now have or hereafter can, shall or may have, whether known or unknown, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the Effective Date of this Agreement, provided only that nothing herein shall release or otherwise affect the Xxxxx Release Parties’ obligations under this Agreement.
Company Releases. (a) Effective upon the Closing, the Company, on behalf of itself, its Affiliates, partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns and the executors, partners, members, Affiliates, heirs, administrators, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns of any of the foregoing (collectively, the “Company Releasing Parties”), (i) agrees that Seller and its Affiliates and each of their respective officers, directors, employees, controlling persons, partners, members, managers, owners, agents, representatives, successors and assigns (collectively, the “Seller Released Parties”) shall not have any liability, obligation or responsibility to any of the Company Releasing Parties of any kind or nature whatsoever based upon any facts, circumstances, or matters occurring at or prior to the Effective Time, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and (ii) hereby irrevocably and unconditionally releases, waives and discharges each of the Seller Released Parties from any and all obligations, responsibilities, liabilities and debts to any of the Company Releasing Parties of any kind or nature whatsoever based upon any facts, circumstances, or matters occurring at or prior to the Effective Time, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, with the exception of, in each case, with respect to the applicable Seller Released Party, any obligations or liabilities arising out of a breach of this Agreement or any of the other Related Agreements (collectively, but not including the matters described in the foregoing exception, the “Company Released Claims”).
Company Releases. Except as to the obligations created by this Agreement, the Company, on behalf of itself and its agents, heirs, companies, representatives, shareholders, members, affiliates, parents, subsidiaries, partners, officers, directors, principals, predecessors, successors in interest (in whole or in part), and assigns does hereby fully and forever release and discharge TOCA, and each of his agents, partners, members, directors, officers, employees, affiliates, principals, predecessors, successors in interest (in whole or in part), heirs, representatives, and assigns (collectively, the “TOCA Released Parties”), from any and all claims, actions, causes of action, suits at law or in equity, demands, damages (actual, compensatory, special, presumed, punitive, or statutory), costs, judgments, expenses, liabilities, attorneys’ fees and legal costs or any compensation whatsoever, whether based upon alleged tort or alleged contract, vicarious liability, strict liability or any other legal or equitable theory of recovery, matured or unmatured, current or future, known or unknown of any kind or nature that the Company Released Parties have, or ever had against the TOCA Released Parties.
Company Releases. Effective as of Purchasers’ receipt of the full amount of the Expenses at the account set forth in Exhibit B hereto, the Company and the General Partner, for themselves and, to the maximum extent permitted by law, on behalf of their Controlled Affiliates and their respective former, current or future respective officers, directors, agents, representatives, managing directors, partners (including limited partners), managers, principals, members, employees, predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity, security holders of any said person or entity (including holders of limited partnership interests (including Depositary Units) in the Company or other securities in the Company) and any other person claiming (now or in the future) through or on behalf of any of said entities (“Company Releasing Parties” and together with the Purchaser Releasing Parties, the “Releasing Parties”), hereby unequivocally, fully and irrevocably release and discharge each Purchaser, its Related Parties and its and their parents, subsidiaries and affiliates and their respective former, current or future officers, directors, managing directors, managers, principals, members, employees and attorneys and other advisors and agents (including financial and legal advisors and debt and equity financing sources), 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 and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of action, counts, obligations, sums of money due, attorneys’ fees, suits, debts, covenants, agreements, promises, demands, damages and charges of whatever kind or nature, known or unknown, in law or in equity, asserted or that could have been asserted, under federal or state statute, or common law or the laws of any other relevant jurisdiction, arising from or out of, based upon, in connection with or otherwise relating in any way to the Confidentiality Agreement, Merger Agreement (including, for the avoidance of doubt, the Pre-Signing Matters), the Equity Commitment Letter, the Limited Guarantee, the Employment Agreements or the transactions or payments contemplated by any of the foregoing, including any claim relating to the termination of the Merger Agreement (including any claim for pay...
Company Releases. Company agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Company by the Employee and his current and former agents, attorneys, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries (collectively, the “Employee Releasees”). Company, on its own behalf and on behalf of its agents and assigns, hereby and forever releases the Employee Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Company may possess against any of the Employee Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation:
Company Releases. Upon Closing of this Agreement, the Company releases and forever discharges each of the Shareholders and Janus Cam and each of their respective officers, trustees, employees, agents, and beneficiaries, as appropriate, and their successors, assigns, and heirs (collectively, the “Janus Cam Released Parties”), from and against all Claims which the Company has or may have, or ever had against the Janus Cam Released Parties, and whether known or unknown, contingent or otherwise, including, without limitation, all Claims relating to the operation of the Company and its affiliates, any claim arising out of the relationship of any one or more of the parties prior to the Closing, or any related matters. This release shall not apply to Claims arising from (i) actions intentionally taken by any Janus Cam Released Party constituting fraud, or (ii) gross negligence of a material nature.
Company Releases. Except as otherwise set forth in this Agreement, in consideration of and in return for the promises and covenants undertaken in this Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, except as noted below, the Company and its predecessors, parents, subsidiaries, affiliates, divisions, related companies and business concerns, directors, officers, agents, and attorneys, past and present, (collectively referred to as the “Company Releasors”) do hereby acknowledge full and complete satisfaction of and do hereby release, absolve and discharge Executive and each of Executive’s heirs, estate and successors in interest (collectively referred to as the “Executive Releasees”) from any and all Claims, of whatever kind or nature, in law or in equity, by contract, tort or pursuant to federal, state or local statute, regulation, ordinance or common law (collectively, the “Company Claims”), which any of the Company Releasors now owns or holds or has at any time owned or held as against the Executive Releasees, or any of them, from the beginning of time until the Termination Date, including specifically but not exclusively and without limiting the generality of the foregoing, any and all Company Claims (i) arising out of Executive’s employment with the Company, resignation or termination of Executive’s positions as described in Section 1 or cessation of Executive’s employment with the Company or (ii) arising out of or in any way connected with any claim, loss, damage or injury whatsoever resulting from any act or omission by or on the part of Executive Releasees, or any of them, committed or omitted on or before the Termination Date, in each case, other than any claims for misappropriation of Company assets or funds by Executive that the Company or any of the Company Releasors does not know of, and does not have reason to know of, as of the date of this Agreement. Notwithstanding the generality of the foregoing, nothing in this Agreement constitutes a release or waiver by any Company Releasor of (A) any Company Claim for misappropriation of Company assets or funds by Executive that the Company or any of the Company Releasors does not know of, and does not have reason to know of, as of the date of this Agreement, (B) any claim or right that may arise after the Termination Date, (C) any claim or right that such Company Releasor may have under this Agreement or (D) any Company Claim that as a matter of law cannot be released.
Company Releases. Effective on the Effective Date, the Company, for itself and its officers, directors, members, managers, predecessor entities, successors and assigns, parents, Subsidiaries, and Affiliates (the “Company Releasing Parties”), fully release and discharge each Parent Party, its Subsidiaries and Affiliates (including Gores Sponsor VIII, LLC) and each of their respective officers, directors, managers, managing directors, partners, members, predecessor entities, successors and assigns, parents, Subsidiaries, Affiliates, stockholders, employees, attorneys, accountants and other advisors and agents (collectively, the “Company Released Persons” and, together with the Parent Released Persons, the “Released Persons”) from any and all claims, actions, causes of action, demands and charges of whatever nature, known or unknown, arising out of, or relating to any of the Merger Agreement, the Transaction Agreements or the transactions contemplated thereby and including any acts, omissions, disclosure or communications related to the Merger Agreement, the Transaction Agreements or the transactions contemplated thereby (the “Company Released Claims” and, together with the Parent Released Claims, the “Released Claims”); provided, that for the avoidance of doubt, nothing contained herein shall be deemed to release any party hereto from its obligations under this Termination Agreement or the Surviving Provisions.
Company Releases. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including without limitation the mutual promises set forth in this Agreement, the Company, for itself, its parents, affiliates, subsidiaries, divisions, groups and past and present officers, directors, employees, agents, representatives, attorneys, accountants, auditors, consultants, administrators, beneficiaries, predecessors, successors and assigns (collectively, “Company Release Parties”) and any person or entity claiming by or through any of the foregoing hereby RELEASE AND DISCHARGE Grande Legacy and its Shareholders, attorneys, accountants, auditors, consultants, successors and assigns in any capacity whatsoever (collectively, “GL Release Parties”) of and from all actions, causes of action, suits, debts, dues, sums of money, claims for breaches of contract, claims for breaches of fiduciary duties or conflicts of interest, claims of entitlement to securities, claims for violations of securities laws or regulations, compensation, damages or otherwise.
Company Releases. The Company Releases shall be in full force and effect and be legal, valid, binding and enforceable by the Company and, as of and after the Effective Time, by the Surviving Corporation, against the signatories thereof.
