Release by Seller. In consideration of the agreements, terms and conditions contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, Seller hereby releases and discharges, Buyer, the Company and each of their heirs, executors, members, managing members, administrators, successors, officers, employees, directors, attorneys, agents, Affiliates and assigns (collectively, the “Seller Releasees”), from any action, cause of action, suit, debt, dues, sums of money, account, reckoning, xxxx, xxxx, specialty, covenant, contract, controversy, agreement, promise, variance, trespass, damage, judgment, extent, execution, claim, and demand whatsoever, in law, admiralty or equity, which against the Seller Releasees, the Seller, the Seller’s heirs, executors, administrators, successors and assigns ever had, now have or hereafter can, shall or may, have for any matter from the beginning of the world to the day of the date of this Agreement.
Release by Seller. For valuable consideration, receipt of which is hereby acknowledged, Seller, as attorney-in-fact and Agent for each beneficial owner of the Shares, releases and will release HHI, its shareholders, officers and directors, and Purchaser, and its shareholders, officers and directors, and the respective agents, independent contractors and representatives of the same (collectively, the "Seller Released Parties") from and against any and all claims, costs or causes of action which any of such individual beneficial owners has or may have against the Seller Released Parties, known or unknown, now existing or hereafter arising or relating to this Agreement, or the ownership or acquisition of the securities of HHI, except such cause of action or claim as may arise subsequent to the date hereof relating to the enforcement or performance of this Agreement.
Release by Seller. In consideration for the Company's purchase of the ----------------- Shares, Seller, on behalf of its affiliates, partners, shareholders, agents, subsidiaries, successors and assigns, hereby irrevocably and unconditionally releases, acquits and forever discharges Company and its past and present agents, officers, directors, employees, affiliates, divisions, subsidiaries, predecessor and successor corporations, assigns, attorneys and representatives (each, a "Released Party") from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, judgments and expenses of any nature whatsoever (any of the foregoing, a "Claim"), known or unknown, suspected or unsuspected, fixed or contingent which Seller now has, owns, holds, or claims to have, claims to own, or claims to hold, or which Seller at any time heretofore had, owned, held or claimed to have, claimed to own, or claimed to have held, or which Seller at any time hereafter may have, own, hold or claim to have, claim to own, or claim to hold, against the Company solely to the extent such Claims directly or indirectly arise out of or relate to Seller's purchase and ownership of the Shares and any other securities of the Company previously owned by Seller, the sale of the Shares pursuant to this Agreement and any prior sales of securities of the Company, including but not limited to any Claim asserted or assertable by Seller pursuant to Section 10(b) and Rule 10b-5 of the Exchange Act. For the purposes of implementing a full and complete release and discharge of the Company and the other Released Parties, and each of them, Seller expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims relating to the aforesaid which Seller does not know or suspect to exist in its favor at the time it signs this Agreement, and that this Agreement is intended to fully and finally resolve any such Claim or Claims. Nothing contained herein shall adversely affect any of Savoy's rights to indemnification by contract, law, the Certificate of Incorporation or Bylaws of the Company or under any insurance coverage.
Release by Seller. For himself and his affiliates, related parties, heirs, assigns, agents, servants and representatives ("Wilcxx Xxxup"), Seller does hereby release and forever discharge and acquit the affiliates, related parties, employees, officers, directors, shareholders, attorneys, accountants, agents, servants, representatives, successors and assigns of Fresh Foods, Inc. (the "Fresh Foods Entities"), Fresh Foods, Inc., and Buyer, his affiliates, related parties, heirs, assigns, agents, servants and representatives, from any and all claims, demands, actions, rights, causes of action, obligations and liabilities, known and unknown (collectively "Claims") that he or the Wilcxx Xxxup or any of them has, could or may have against Fresh Foods, Inc., Fresh Foods Entities and/or Buyer. from the beginning of time to the date of this Agreement. including any and all Claims that have arisen. may have arisen or might arise at any time in the future from the status of any of them as a Company shareholder. Seller represents and warrants to Fresh Foods, Inc. and Buyer that he has not assigned, transferred or conveyed in any manner all or any part of his Claims against Fresh Foods, Inc., any of the Fresh Foods Entities, or Buyer. Seller further represents and warrants to Fresh Foods, Inc.. and Buyer that this Agreement is the legal, valid and binding obligation of himself, enforceable against him accordance with its terms.
Release by Seller. Upon, for and in consideration of the consummation of the purchase and sale of the Shares, and other good and valuable considerations, Seller, for and on behalf of himself, individually, and his heirs, executors, trustees, administrators, representatives and assigns, if any, hereby fully, finally, completely and forever releases, discharges, acquits and relinquishes, Buyer, the Company and their respective predecessors, successors, parent entities, subsidiaries, attorneys, officers, directors, partners, members, managers, employees, stockholders, agents, affiliates and assigns (collectively, the “Releasees”), jointly and/or severally, from any and all claims, actions, demands, liabilities, promises, obligations, damages and/or causes of action of whatever kind or character, joint or several, whether known or unknown, suspected or unsuspected, asserted or unasserted, including, without limitation, under any federal or state statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Texas Commission on Human Rights Act; the Employee Retirement Income Security Act; the Fair Labor Standards Act; The Age Discrimination in Employment Act of 1967 (29 U.S.C. Section 621, et seq.); the Texas Payday law, Tex. Lab. Code section 61.001; claims based on an alleged breach of an obligation or duty arising in contract or tort, including, but not limited to, any and all claims arising under the Employment Agreement (the “Employment Agreement”), dated as of March 7, 2006, by and between Seller and DiscLive, Inc., a wholly-owned subsidiary of the Company, or otherwise relating to any alleged breach of any oral or written promise or employment contract, any and all claims for unpaid or withheld wages, bonuses, benefits, stock or stock options, deferred compensation, commissions or profit-sharing, any claims for wrongful discharge, retaliation or termination, breach of contract, promissory estoppel, fraud, breach of any implied covenants, assault, battery, negligent hiring, negligent retention, defamation, invasion of privacy, slander or intentional infliction of emotional distress, harassment, negligence, gross negligence, and strict liability; any alleged unlawful act; any and all claims by Seller, directly or derivatively, in his capacity as a stockholder against the Releasees for breach of any duty owed to the stockholders of the Company; any claims regarding or with respect to payroll taxes, or any ot...
Release by Seller. Seller, individually and on behalf of its directors, officers, subsidiaries, affiliates, divisions, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, shall, and hereby does, release the Lender and its directors, officers, subsidiaries, affiliates, divisions, supervisors, agents, successors, partners, employees, shareholders, assigns, attorneys, representatives, insurers, parents, subsidiaries, and related entities, both past and present, from any and all claims, demands, alleged sums of money owing, actions, rights, liens, obligations, costs, expenses, compensation of any nature whatever, damages, liabilities, choses in action, and causes of action of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, which the Seller may now hold or own, or may at any time, past, present or future, hold or own against the Lender, Purchaser and Corporation arising or resulting from any act or omission by or on the part of the Lender occurring on or before the closing of the Stock Purchase Agreement (“Seller's Released Claims") specifically including, but not limited to, claims arising out of the Purchaser Agreement or the issuance of the Notes to the Lender by the Seller, claims of breach of contract , whether based in tort, contract (express and implied), or in any other theory of recovery, whether for compensatory or punitive damages, in law or in equity, under any law or legal theory including but not limited to, state or federal, common or statutory, or otherwise.
Release by Seller. 1.1 Each Seller, for and on behalf of itself and those claiming by, through or under it (collectively, the “Seller Releasors”), does hereby unconditionally and fully release and forever discharge the Purchaser Parties and their respective affiliates, subsidiaries, parents, direct or indirect owners, managers, officers, appointees to the executive committee of the Company, shareholders, directors, employees, agents and representatives, past, present and future, and their respective heirs, successors and assigns (collectively, the “Purchaser Released Parties”) from any and all past, present and future claims, cross claims, counterclaims, controversies, disputes, liabilities, obligations, demands, damages, debts, liens, actions and causes of action, of any and every nature whatsoever, whether known or unknown, suspected or unsuspected, contingent or matured, accrued or unaccrued, concealed, hidden, latent or patent, direct or indirect, whether at law, by statute or in equity, in contract or in tort, under state or federal jurisdiction (including, without limitation, to the extent arising under any law, rule, regulation or common-law doctrine of the State of New York or any other federal or state jurisdiction) and whether or not the economic effects of such alleged matters arise or are discovered in the future (all of the foregoing are herein collectively referred to as the “Seller Claims”), that each of the Seller Releasors has, had, or may have (or claim to have) against any of the Purchaser Released Parties, singly or in any combination, on account of, arising out of, or resulting from or in any manner incidental or related to or with respect to (a) the Company and any Subsidiaries, the Facilities, management of the Facilities, and/or pursuant to the Operating Agreement or any other document, instrument or agreement between or among any one or more of the Seller Released Parties (as defined below) and the Purchaser Released Parties, and related to the foregoing, (b) any act or omission by Purchaser in its capacity as a member or managing member of the Company, (c) any act or omission of any of the Purchaser’s appointees to the executive committee of the Company and officers appointed by Purchaser in connection with the Company, and (d) any obligation or duty under the Delaware Limited Liability Company Act (the “Act”) related to the Company, in each case that arose or accrued during, or otherwise relate to, the period ending at the Closing. The foregoing re...
Release by Seller. Specifically excepting therefrom the indemnification provisions of Article IX of the Company's Restated Articles of Incorporation filed on or about October 2, 2000 with the Utah Division of Corporations and all applicable statutory indemnification provisions or any such other indemnification provisions in the Company's Articles of Incorporation, Bylaws, or corporate resolution, the Seller, on behalf of himself and each of his respective agents, attorneys, insurers, heirs, assigns, beneficiaries, executors, trustees, conservators, representatives, predecessors-in-interest, successors-in-interest, and whomsoever may claim by, under or through them, and all persons acting by, through, under or in concert with any of them (the "Releasing Parties") hereby irrevocably and unconditionally forever release, remise, acquit and discharge the Company from and against any and all debts, obligations, losses, costs, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, misrepresentations, defamatory statements, tortious conduct, acts or omissions, rights, obligations, liabilities, judgments, damages, expenses, claims, counterclaims, cross-claims, or demands, in law or equity, asserted or unasserted, express or implied, foreseen or unforeseen, real or imaginary, alleged or actual, suspected or unsuspected, known or unknown, liquidated or non-liquidated, of any kind or nature or description whatsoever, arising from the beginning of the world through the date of this Agreement which each of the Releasing Parties ever had, presently have, may have, or claim or assert to have, or hereafter have, may have, or claim or assert to have, against the Company.
Release by Seller. For and in consideration of Purchaser's agreement set forth herein, Seller hereby releases and forever discharges Purchaser, its affiliates, officers, directors, employees, shareholders, attorneys, agents and representatives, individually and collectively, of and from any and all matters arising out of any business, legal, or lending relationships that have existed prior to the date hereof between Seller and Purchaser and including any and all past, present or future claims, actions, causes of action, obligations, costs or demands, known or unknown, whether or not any such claim, action, cause of action, obligation, cost, lost or demand has been, or might have been, asserted as a claim, cross- claim, counter-claim or cause of action in any tribunal.
Release by Seller. Seller, as of the Closing Date, hereby releases and discharges each Acquired Company and its employees, owners, assets, members, managers, officers and directors from, and agrees and covenants that in no event will Seller commence any litigation or other legal or administrative proceeding against such Acquired Company or any of its employees, owners, assets, members, managers, officers or directors, either in law or equity, relating to any and all claims and demands, known and unknown, suspected and unsuspected, disclosed and undisclosed, for damages, actual, consequential, or otherwise, past, present and future, arising out of or in any way connected with their ownership of the Shares or under any agreement or Contract prior to or at the Closing Date. Notwithstanding this Section 8.9, Seller does not release any Acquired Company under this Section 8.9 from and against any Liability (i) for which Buyer has asserted an Indemnity Claim and (ii) which is covered by a third-party insurance policy held by Seller and Seller has been advised by such third-party insurance carrier that the release of such Liability will result in non-coverage of the Liability represented by the Indemnity Claim, but in any case only to the extent such Liability is subject to an Indemnification Claim.
