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. (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. (Signatures on next page)
Effective upon the Closing. Buyer, each Buyer Related Party, each Seller, and each Seller Related Party hereby expressly waive and release any rights and benefits which Buyer, each Buyer Related Party, each Seller, and each Seller Related Party, as applicable, has or may have under any law or rule of any jurisdiction pertaining to the matters released herein and expressly waives and releases any and all rights and benefits conferred upon Buyer, each Buyer Related Party, each Seller, and each Seller Related Party, as applicable, by the provisions of Section 1542 of the California Civil Code (or any similar Laws), which provides as follows: 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.
Effective upon the Closing. Buyer has granted to ------------------- certain employees of Temic and Buyer options or warrants to purchase shares of Common Stock or Preferred Stock of Buyer on such terms as set forth in a schedule previously reviewed and mutually agreed upon by Buyer and HMTF, as evidenced by their signatures hereto.
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. 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. Gunnerman, Borrower and Buyer each hereby covenant and agree to execute and deliver all such documents and instruments, and to take such further actions as may be reasonably necessary or appropriate, from time to time, to carry out the intent and purpose of this Agreement and to consummate the transactions contemplated hereby.
Effective upon the Closing the New Dana Board shall consist of nine directors, (i) four of whom shall be designated by Centerbridge, one of whom shall be an Independent Director and one of whom shall be an Independent Director with respect to Centerbridge (but not necessarily independent of New Dana for NYSE purposes), (ii) three of whom shall be designated by representatives of the unsecured creditor’s committee (the “Creditors’ Committee”) appointed in the Chapter 11 Case, each of whom shall be an Independent Director, (iii) one of whom shall be selected by the Creditors’ Committee from a list of three Independent Directors proffered to the Creditors’ Committee by Centerbridge, provided, however, if none of the Independent Directors on the list are reasonably satisfactory to the Creditors’ Committee, then Centerbridge shall proffer the names of additional Independent Directors until the name of an Independent Director reasonably satisfactory to the Creditors’ Committee is put forth and at any time during that process, the Creditors’ Committee may submit its own list, which would then be subject to the same proffer process, and (iv) one of whom shall be the Chief Executive Officer of the Company.