Release by Shareholders. Shareholders, as of the Closing Date, hereby ----------------------- release and discharge Acorn and its officers and directors from, and agree and covenant that in no event will Shareholders commence any litigation or other legal or administrative proceeding against, Acorn or any of its 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 equity securities of Acorn or any employment or consulting relationship (other than for wages or employee benefits accrued but not yet paid, or under debts for borrowed money as listed on a Schedule hereto) prior to or at the Closing Date. Except for this Agreement and the agreements entered into hereunder, as of the Closing without further action, all shareholders, voting, preemptive, buy-sell, first refusal or similar rights, employment or consulting rights, by agreement or statute, of a Shareholder of Acorn, shall terminate as to securities of Acorn and as to Acorn. This Section shall in no way release, waive or extinguish claims that any Shareholder or Acorn has or will have against Intek arising in the past, present or future, including under this Agreement and the agreements entered into hereunder.
Release by Shareholders. (a) Anything contained herein to the contrary notwithstanding, upon receipt by each Shareholder of the consideration to be received by such Shareholder pursuant to Section 1., each such Shareholder hereby agrees, solely in his or her capacity as a shareholder of the Company, and not as an employee or in any other capacity, that (without any further action on the part of such Shareholder) the Company (for the benefit of the Company, the Investors and their respective parents, subsidiaries, Affiliates, divisions and predecessors and their past and present directors, officers, employees and agents, and each of their respective successors, heirs, assigns, executors and administrators (collectively, the "Released Persons")) shall be irrevocably released and forever discharged of and from all manner of action and actions, cause and causes of action, suits, rights, debts, dues, sums of money, accounts, bonds, bills, covenants, Contracts, controversies, omissions, promises, variances, trespasses, damages, liabilities, judgments, executions, claims and demands whatsoever, in law or in equity which against the Released Persons such Shareholder ever had, now has or which he or it hereafter can, shall or may have, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter or cause relating to such Shareholder's interest as a shareholder in the Company and arising at any time on or prior to the Closing, including the consummation of the Transactions.
Release by Shareholders. 49 13.8 Survival of Representations..................................................................... 49 13.9
Release by Shareholders. As an inducement for Loraca to enter into this Agreement and as consideration therefor, and for other good and valuable consideration, and with the intention of binding the Shareholder's heirs, executors, legal representatives, and assigns, each of the Shareholders hereby fully, completely, and irrevocably forever, expressly releases and discharges Lexus, Loraca, and their prior and present officers, directors, employees, agents, legal representatives, receivers, trustees, and assigns from all claims of whatever nature, demands, actions, judgments, damages, and executions, except for each Shareholder's rights granted under this Agreement and the related documents and for any accrued but unpaid salary through the Closing, that each Shareholder hereby ever has, or now has, or may have, or that anyone claiming through or under him or her may have, or claim to have against Lexus, Calumet, Loraca, or their past or present officers, directors, employees, agents, legal representatives, receivers, trustees, or assigns.
Release by Shareholders. The Shareholders hereby agree and confirm that they hereby fully release, acquit and forever discharge Citadel, together with Citadel's successors, assigns, affiliates, parent and related parties, from any and all Claims, except for Claims arising from a breach of this Agreement or any other agreement executed in connection hereof.
Release by Shareholders. Effective at Closing, each Shareholder hereby releases and waives all claims he now has against BYA, or the Shares for any past compensation, bonus, distribution, dividend, or other consideration or claim for payment from any cause that may have otherwise been due such Shareholders at the time of Closing, except that Xxxxx Xxxxxx does not waive his right to payment under the BYA 401(k) profit sharing plan and neither of the Shareholders waives any right to payment under BYA's pension plan.
Release by Shareholders. (a) Each of the Shareholders finally and forever releases Parent, Purchaser and the Companies, and their respective successors, assigns, officers, directors, agents, servants, employees and all Affiliates and Subsidiaries, past and present, of Parent, Purchaser and the Companies, from all agreements, commitments, indebtedness, obligations and claims existing as of the date hereof or which, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may exist after the date hereof, except to the extent such agreements, commitments, indebtedness, obligations and claims are contemplated by this Agreement. In addition, each of the Shareholders hereby acknowledges and agrees that this release extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, except to the extent such claims are contemplated by the Agreement. Each of the Shareholders acknowledges his, her or its understanding that the facts in respect of which this release is given may hereafter be determined to be other than or different from the facts now known or believed by such Shareholder, and each of the Shareholders hereby accepts and assumes the risks of the facts being different and agrees that this release shall be and remain, in all respects, effective and not subject to termination or rescission by reason of any such difference in facts. Specifically, each Shareholder hereby expressly waives any and all rights under Section 1542 of the California Civil Code, which reads in full as follows:
Release by Shareholders. For and in consideration to be paid to each Shareholder pursuant to this Agreement, each Shareholder hereby fully, finally and irrevocably releases, acquits and forever discharges the Acquiror, the Company, the Surviving Corporation and their respective officers, directors, shareholders, representatives, employees, principals, agents, affiliates, parents, subsidiaries, joint ventures, predecessors, successors, assigns, beneficiaries, heirs, executors, personal or legal representatives, insurers and attorneys of any of them (collectively, the “Released Parties”) from any and all commitments, actions, debts, claims, counterclaims, suits, causes of action, damages, demands, liabilities, obligations, costs, expenses, and compensation of every kind and nature whatsoever, past, present, or future, at law or in equity, whether known or unknown, contingent or otherwise, which the undersigned had, has, or may have had at any time in the past until and including the Effective Time against the Released Parties, or any of them, including but not limited to any claims which relate to or arise out of the undersigned’s prior relationship with the Company or his, her or its rights or status as a shareholder, securityholder, officer, director or employee of the Company or any rights or commitments to any stock of or any other ownership interests in the Company. Each Shareholder hereby represents that, solely in his or her capacity as a shareholder, securityholder, director, officer or employee of the Company, the undersigned does not, as of the Effective Time and after giving effect to the transactions contemplated by this Agreement, have a claim, action, cause of action or demand of any kind or character (except the right of the Shareholder to receive Surviving Corporation Common Stock pursuant to this Agreement and the transactions contemplated thereby in the amount set forth on the Allocation Schedule), nor does any other Person have a claim, action, cause of action or demand of any kind on behalf of such Shareholder, based upon any fact or circumstance, which presently exists, or may exist in the future, against the Company. Notwithstanding anything in this paragraph to the contrary, the release contained herein shall not apply to claims under this Agreement or that arise after the date of this Agreement and accrue as a result of the Shareholders’ relationship to the Acquiror as stockholders of the Acquiror.
Release by Shareholders. Each of the undersigned Shareholders hereby irrevocably waives and releases (a) Synergy or any of the Acquired Subsidiaries (or any of their respective successors and assigns) and their respective officers, directors, employees, stockholders, agents and affiliates officers, directors, agents or representatives; (b) each of the Pension Plans; and (c) each of the Pension Plan Fiduciaries (collectively the “Released Parties”) from each and every claim, demand, account, debt, obligation, representation and each and every right and cause of action whatsoever (known or unknown, suspected or unsuspected), whether at law or in equity, that Shareholder or its successors, assigns, subsidiaries or affiliates now has or ever had, or that that Shareholder or its successors, assigns, subsidiaries or affiliates may hereafter have or assert against the Released Parties from the beginning of the earth until the date hereof, arising out of any act, transaction, matter or thing.
Release by Shareholders. Shareholders hereby release and discharge Parent and Sub and each of its officers and directors from, and agree and covenant that in no event will Shareholders commence any litigation or other legal or administrative proceeding against, Parent, Sub or any of their officers or directors, whether in law or equity, relating to any and all claims and demands, known and unknown, suspected and unsuspected, disclosed and undisclosed, for damages, actual or consequential, past, present and future, arising out of or in any way connected with their ownership or alleged ownership of Target Common Stock prior to the Effective Time, other than claims or demands arising out of the transactions contemplated by this Agreement.
