Effective upon the Closing Sample Clauses

Effective upon the Closing each of the Sellers hereby irrevocably waives, releases and discharges each of the Companies from any and all liabilities and obligations to such Person of any kind or nature whatsoever, whether in its capacity as a current or 42 former stockholder, officer, director or manager of such Company or otherwise (including in respect of any rights of contribution or indemnification but excluding liabilities and obligations arising under this Agreement, the Ancillary Agreements or any of the other agreements listed on Annex D attached hereto), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the Ancillary Agreements) or otherwise at law or equity, and neither of the Sellers nor any such Person shall seek to recover any amounts in connection therewith or thereunder from any of the Companies or Buyer. Each of the Sellers expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of the State of California, which states as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Each of the Sellers shall cause each current officer and director of either of the Companies, other than those individuals identified on Annex G hereto, and shall cause each Affiliate of the Sellers as is reasonably requested by Buyer (including all of those identified in the Companies' statutory financial statements as being related by contract or otherwise to either of the Companies) to execute and deliver to KEIC prior to the Closing a written release in substantially the form of the foregoing.

Effective upon the Closing the Seller hereby grants to the Buyer a non-exclusive, fully paid, worldwide, perpetual license to use all of the Seller's currently existing Intellectual Property (i) relating to the "10-140 cask" or (ii) required to use, lease or operate the "P.A.S casks" included as part of the Equipment. The Buyer recognizes that the "10-140 cask" is in development and is substantially incomplete. This license shall include the right to sublicense. At or promptly after the Closing the Seller will provide the Buyer with copies of all documents and records in the Seller's possession or to which the Seller has access relating to the foregoing Intellectual Property.

Effective upon the Closing. Seller shall assign to Buyer all of Seller's right, title and interest in and to any confidentiality agreements to which Seller or any of its agents is a party relating to the confidentiality of information of the Business or the hiring of employees of Company.

Effective upon the Closing. Buyer agrees that it will employ the Transferred Employees in the same positions and at the same salaries and substantially the same terms and conditions, including benefit plans, as those in effect immediately prior to the Closing. In determining whether Buyer's offer of employment to Transferred Employees includes compensation components that are substantially comparable in the aggregate to those provided by Seller prior to Closing, such determination shall take into consideration all stock options, restricted stock and restricted units granted to the Transferred Employees prior to the Closing and Buyer shall compensate the Transferred Employees (in such manner as Buyer deems appropriate, subject to applicable law) for any such equity grants that will be forfeited as a result of the transactions contemplated by this Agreement. Seller shall provide Buyer with a summary of all such stock options, restricted stock and restricted units which are expected to be forfeited by Transferred Employees at least 30 days prior to Closing. Prior periods of employment with Seller (herein "Service Credit") will be considered as employment with Buyer for all employment purposes with Buyer, including the calculation of severance pay, vacation status and seniority. Buyer has summarized its planned employment terms and benefit plans for the Transferred Employees in Schedule 4.2(b)(1) and Seller agrees that such terms and plans are "substantially the same terms and conditions, including benefit plans" as provided in the first sentence of this Section 4.2(b)(1). Nothing contained in this Agreement is intended to create any personal rights for any of the Transferred Employees. Buyer shall implement the severance pay practice for the Transferred Employees set forth on Schedule 4.2(b)(2).

Effective upon the Closing in consideration for Kenmare’s promises undertaken herein, and after consultation with counsel, each of Trident and ▇▇▇▇▇▇▇, on behalf of itself and its respective officers, directors, employees, assigns, Affiliates, subsidiaries, and successors (collectively, the “Trident/▇▇▇▇▇▇▇ Parties”), hereby generally and fully releases, acquits, and discharges Kenmare and its assigns, officers, directors, employees, Affiliates, subsidiaries and successors (collectively, the “Kenmare Parties”) from and against any and all claims, rights, interests, contracts, demands, damages, debts, judgments, injunctions, settlements, executions, attachments, liens, obligations, costs, expenses, fees, penalties, accounts, causes of action or actions, controversies, breaches of duty, losses, or liabilities, liquidated or unliquidated, whether now known or unknown, suspected or unsuspected, which the Trident/▇▇▇▇▇▇▇ Parties or any of them now have, own or hold, or which the Trident/▇▇▇▇▇▇▇ Parties or any of them ever had, owned, or held in the past, arising out of any fact, cause, or thing whatsoever existing as of or prior to the Closing with respect to SSHL, including any agreements or instruments relating to their respective ownership of the SSHL Common Shares other than this Agreement; and

Effective upon the Closing. (a) each of the Parties releases and discharges the other Party from any and all claims such Party may have, now or in the future, arising out of or related to the Note, including under the Securities Purchase Agreement (the “SPA”), dated as of April 4, 2012, between the Parties, the Amendment and Exchange Agreement, dated as of December 20, 2012, between the Parties, the Second Amendment and Warrant Exchange Agreement, dated as of October 9, 2013, between the Parties, and the Registration Rights Agreement (the “RRA”), dated as of April 4, 2012, between the Parties, (b) Section 4 of the SPA is terminated and shall have no further force or effect, (c) the RRA is terminated in its entirety and shall have no further force or effect and (d) all obligations under the Note and all indebtedness under the Note shall have been satisfied in full without any further action by the Parties. The Noteholder agrees to take such actions and execute such documents, at the Company’s expense, as the Company may reasonably request to evidence the release, discharge, termination and satisfaction of the documents and obligations, as applicable, under this Section 5.12.

Effective upon the Closing. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall resign from his positions of the Company’s Chief Executive Officer, President, Chief Financial Officer, Secretary and sole Director.

Effective upon the Closing. Buyer agrees that it will employ the Regular Employees in the same positions and at the same salaries and variable pay earnings opportunity and substantially the same terms and conditions, including benefit plans, as

Effective upon the Closing each Selling Subsidiary hereby constitutes and appoints Buyer or any entity designated by Buyer and its and their successors and assigns the true and lawful attorney of such Selling Subsidiary with full power of substitution, in the name of Buyer or its designee, or the name of such Selling Subsidiary, on behalf of and for the benefit of Buyer or its designee, to collect all accounts and notes receivable and other items being sold, transferred, conveyed and assigned to Buyer as provided herein, to endorse, without recourse, checks, notes and other instruments constituting or relating to the Residential Business or the Purchased Assets in the name of each Selling Subsidiary, to institute and prosecute, in the name of each Selling Subsidiary or otherwise, all proceedings which Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets, to defend and compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets or the Residential Business and to do all such acts and things in relation thereto as any Buyer or its designee may deem advisable. The foregoing powers are coupled with an interest and shall be irrevocable by each Selling Subsidiary, directly or indirectly, whether by the dissolution of each Selling Subsidiary or in any manner or for any reason.