Release by the Seller. The Seller and its officers, directors, stockholders, agents, representatives and direct and indirect affiliates and their respective successors and assigns (collectively, the “Seller Releasors”) hereby irrevocably and unconditionally release, and forever discharge the Company and the Purchasers and their respective employees, stockholders, officers, directors, agents, representatives and direct and indirect affiliates and respective successors and assigns, and all persons, firms, corporations, and organizations acting on their behalf (collectively referred to as the “Company Related Persons”) of and from any and all actions, causes of actions, suits, debts, charges, demands, complaints, claims, administrative proceedings, liabilities, obligations, promises, judgments, agreements, controversies, collection efforts, damages and expenses (including but not limited to compensatory, punitive or liquidated damages, attorney’s fees and other costs and expenses incurred), of any kind or nature whatsoever, in law or equity, whether presently known or unknown (collectively, the “Claims”), which any of the Seller Releasors ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever against any of the Company Related Persons. Without limiting the foregoing, the Seller Releasors each jointly and severally expressly acknowledge that his/its release hereunder is intended to include in its effect, without limitation, all Claims which have arisen and of which he knows, does not know, should have known, had reason to know, suspects to exist or might exist in his favor at the time of the signing, including, without limitation, any Claims relating directly or indirectly to the Company Related Entities and the transactions contemplated by the Original Agreement. This release shall be binding upon each of the Seller Releasors and their respective partners, officers, directors, stockholders, employees, agents, representatives, personal representatives, heirs, assigns, successors and affiliates, and shall inure to the benefit of each of the respective Company Related Persons.
Release by the Seller. (a) The Seller, for and on behalf of the Seller and any and all of the officers, directors, employees, agents, representatives, shareholders (or other equity holders), controlled affiliates (as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), attorneys, and accountants of the Seller (including, without limitation, any employees, agents, representatives, heirs, assigns, trustees, beneficiaries, or executors of any of the foregoing) (each, a “Seller Releasing Party,” and, collectively, the “Seller Releasing Parties”), does hereby unconditionally and irrevocably release and forever discharge the Buyer and any and all of the officers, directors (including, without limitation, Xxxxx X. XxXxxxxx), employees, agents, representatives, controlled affiliates (as such term is defined in Rule 405 promulgated under the Securities Act), attorneys, and accountants of the Buyer (including, without limitation, any employees, agents, representatives, heirs, assigns, trustees, beneficiaries, or executors of any of the foregoing) (each, a “Buyer Released Party,” and, collectively, the “Buyer Released Parties”), from any and all claims, counterclaims, set-offs, demands, remedies, suits, proceedings, causes of action, orders, obligations, contracts, agreements, debts, damages and liabilities of any kind, at common law, statutory or otherwise, whether now known or not, whether contingent or matured, whether suspected or unsuspected, currently existing or arising as of the date of this Agreement (each, a “Claim,” and, collectively, the “Claims”) which the Seller or any other Seller Releasing Party may have had or may now have directly or derivatively against any or all of the Buyer Released Parties based upon or arising out of any event, act, or omission, negligence or fault of any or all of the Buyer Released Parties that has occurred (or is alleged to have occurred) on or prior to the date of this Agreement, except as set forth in Section 3 of this Agreement.
Release by the Seller. The Seller, on its own behalf, and on behalf of its heirs, family members, executors, and assigns, hereby fully and forever waives and releases the Purchaser and the Company and its officers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, from, and agrees not to xxx concerning, any claim, duty, obligation, liability or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Seller may possess arising from any omissions, acts or facts that have occurred up until and including the date of this Agreement, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law. The Seller represents and warrants that it has the capacity to act on its own behalf and on behalf of all who might claim through it to bind them to the terms and conditions of this Agreement. The Seller represents and warrants that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.
Release by the Seller. The Parent and the Seller hereby unequivocally release and discharge the Shareholders and the Original Owner, any and all of its Affiliates, officers, directors, employees, agents, trustees, advisors, administrators, successors and assigns, from and against any and all actions, causes of action, choses in action, cases, suits, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, injuries, xxxxx, damages, judgments, remedies, executions, claims, demands, liens, obligations and other liabilities whatsoever, in law or equity or otherwise, whether currently known or unknown, which the Seller and its Affiliates, agents, trustees, advisors, administrators, successors and assigns, ever had or now have, either for themselves or as an assignee or otherwise, for, upon or by reason of any matter, cause or thing whatsoever arising from the beginning of time to the date of this Agreement for any matter or thing whatsoever, including, any matter related to, or arising in connection with the Asset Purchase Agreement or any other agreements entered into in connection with the Asset Purchase Agreement, except for any claims, liabilities and damages arising out of or relating to any breach of this Agreement.
Release by the Seller. In consideration for the Aggregate Merger Consideration and other good and valuable consideration, effective upon the Closing, the Seller, for itself and its successors and assigns, hereby fully and unconditionally releases and forever discharges the Company from any and all claims, demands, losses, costs, expenses (including reasonable attorneys’ fees and expenses), obligations, Liabilities and/or damages of every kind and nature whatsoever, whether now existing, known or unknown, relating in any way, directly or indirectly, to the Company, this Agreement or the transactions contemplated hereby, that the Seller may now have or may hereafter claim to have against the Company or any of its directors, officers, employees, agents, Affiliates, successors or assigns; provided, that the foregoing release will not affect any obligations of the Buyer or the Surviving Corporation to the Seller under this Agreement.
Release by the Seller. The Seller, as of the Closing Date, hereby releases and discharges each Target and its employees, owners, assets, members, managers, officers and directors from, and agrees and covenants that in no event will the Seller commence any litigation or other legal or administrative proceeding against such Target 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 Target Membership Interests or any employment or consulting relationship (other than for disclosed wages or employee benefits accrued but not yet paid, or under debts for borrowed money as listed on Schedule 8.6 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 member, voting, preemptive, buy-sell, first refusal or similar rights, employment or consulting rights, by agreement or statute, of the Seller, shall terminate as to securities of each Target and as to each Target.
Release by the Seller. In consideration of the matters referenced in this Agreement, the Seller on behalf of itself and its Related Parties, hereby forever release, discharge, cancel, waive, and acquit the Company and its Related Parties of and from any and all Claims, which the Seller has, had or may hereafter have against the Company or any of its Related Parties arising out of, or by reason of, any cause or matter, existing as of the date of this Agreement, whether known to the Seller at the time of execution of this agreement or not, provided, however, that this release shall not apply to any breaches by the Company or its Related Parties of this Agreement.
Release by the Seller. Effective upon the Closing, the Seller, for itself and its Affiliates and their respective successors and assigns, hereby fully and unconditionally releases and forever discharges and holds harmless the Company and its directors, officers, employees, agents, Affiliates, successors and assigns from any and all claims, demands, losses, costs, expenses (including reasonable attorneys’ fees and expenses), liabilities or damages of every kind and nature whatsoever, whether now existing, known or unknown, which arises relating to events that occurred from the beginning of time through the Closing relating exclusively to the Company or the Business, that the Seller or any of its Affiliates may now have or may hereafter claim to have against the Company or any of such directors, officers, employees, agents, Affiliates, successors or assigns, other than those demands, losses, costs, expenses (including reasonable attorneys’ fees and expenses), liabilities or damages arising from or relating to this Agreement, any of the instruments or documents executed and delivered in connection herewith or any of the transactions contemplated hereby or thereby .
Release by the Seller. Seller, on behalf of itself and its respective successors, affiliates, subsidiaries, officers, directors, partners, members, managing members, managers, trustees, beneficiaries, employees, agents, representatives, attorneys and any other advisors or consultants (the “Seller Releasors”), hereby do remise, release and forever discharge, and covenant not to sxx or take any steps to further any claim, action or proceeding against the Company and its successors, affiliates, subsidiaries, officers, directors, partners, members, managing members, managers, trustees, beneficiaries, employees, agents, representatives, attorneys and any other advisors or consultants (the “Company Releasees”), and each of them, from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, which the Seller has, had or may have against the Company Releasees, or any of them, of any kind, nature or type whatsoever, up to the date of this Agreement, except that the foregoing release does not release any rights and duties under this Agreement or any claims the Seller Releasors may have for the breach of any provisions of this Agreement.
Release by the Seller. The Seller, for itself, its legal representatives, successors, and assigns hereby fully, finally, and forever releases and discharges the Purchaser and its shareholders, officers, directors, affiliates, agents, and employees and their respective heirs, legal representatives, executors, administrators, successors, and assigns of and from any and all claims, actions, and causes of action and damages of every kind, whether known or unknown, whether contingent or matured, relating in any manner to the ownership by the Seller of the Preferred Stock and the sale of the Preferred Stock.
