Release by the Shareholder Sample Clauses

Release by the Shareholder. The Shareholder and, if applicable, the Related JLW Owner, for themselves and for each of their respective Associated Parties, to the fullest extent permitted by applicable law, hereby irrevocably, unconditionally and completely releases, waives, relinquishes and forever discharges each of (i) the Buyers from any claims or causes of action arising out of or relating to the Integration (other than Post-Closing Actions) or the allocation of the Consideration among the Shareholders and Other Shareholders under the Purchase Agreements, and (ii) the Companies, the Asia Region Companies and the Europe/USA Region Companies, together with their respective Subsidiaries, successors and past, present and future assigns, directors, officers, employees, agents and representatives in their capacities as such (other than the Shareholder and, if applicable, the Related JLW Owner) of any of the foregoing (collectively, the "Released Persons"), from all past, present and future disputes, claims, controversies, demands, rights, obligations, liabilities, actions and causes of action of every kind and nature (whether accrued or unaccrued) whatsoever against any one or more of the Released Persons, which are related directly or indirectly to events occurring prior to the Closing Date (other than, in each case, any Surviving Claims), including: (A) any unknown, unsuspected or undisclosed claim; (B) any claim or right that may be asserted or exercised by the Shareholder and, if applicable, the Related JLW Owner in such Shareholder's or Related JLW Owner's capacity as a shareholder, director, officer or employee of any Company, Asia Region Company or Europe/USA Region Company, or any of their respective Subsidiaries, as a partner or former partner in any predecessor of any Company, Asia Region Company or Europe/USA Region Company, or any of their respective Subsidiaries, or as a direct or indirect beneficiary of any trust or trust arrangement, whether implied or actual, relating directly or indirectly to any portion of the businesses or assets of the JLW Businesses (including, without limitation, the right to receive profits therefrom or an ownership or other participatory interest or right therein) or in any other capacity; and (C) any claim, right or cause of action based upon any breach of any express, implied, oral or written contract or agreement; provided that the releases set forth in the foregoing clauses (i) and (ii) shall not apply to any Surviving Claims.
Sample 1
AutoNDA by SimpleDocs
Release by the Shareholder. (a) The Shareholder, for himself and his heirs, executors, administrators, predecessors, spouse and other family members, successors and assigns, and each of their respective current and former [employees, advisors, attorneys and agents] [Note: preceding list in brackets to be expanded where releasing entity is not an individual; for example, such list would also then include subsidiaries and other affiliates, directors, officers, shareholders, optionholders, warrantholders and creditors] (collectively, the “Releasing Parties”) (exclusive, in all cases, of Xxxxxxxx Xxxxxxx Al Amoudi and Xxxxxx Xxxxxxxxx), hereby permanently, irrevocably and unconditionally releases and forever discharges the Stonehouse Parties, each of their present and former subsidiaries, each of their respective heirs, executors, administrators, predecessors, successors, assigns and controlled affiliates, and each of their respective current and former shareholders, optionholders, warrantholders, officers, directors, employees, advisors, attorneys or agents, and each of the respective heirs, executors and administrators of each of the foregoing (hereinafter collectively termed the “Stonehouse Releasees”) from any and all manner of claims, demands, damages, actions, causes of action, contracts, agreements, charges, sums of money, claims for attorneys’ fees and lawsuits of every kind and description whatsoever, in law or equity, whether known or unknown, now existing or which may hereafter arise against the Stonehouse Releasees, or any of them, under the laws of the United States, any State thereof, or any other jurisdiction, for or by reason of any matter, cause, or thing whatsoever prior to and including the date of the closing of the Debt Restructuring Transaction (collectively, the “Shareholder Released Claims”).
Sample 1
Release by the Shareholder. The Shareholder hereby releases and discharges Parent and Acquiror and each of its officers, directors, agents and attorneys from, and agree and covenant that, in no event, will the Shareholder commence any litigation or other legal or administrative proceeding against Parent, Acquiror or any of their officers, directors, agents or attorneys, 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 his 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 and the Merger Agreement.
Sample 1
Release by the Shareholder. The Shareholder agrees that the Closing shall ipso facto constitute a full settlement, release and discharge of any and all claims, rights and causes of action that the Shareholder may have against the Corporation.
Sample 1
Release by the Shareholder. The Shareholder, for [himself/herself] and [his/her] heirs, personal representatives, successors and assigns, hereby releases and forever discharges the Company, Subsidiary and the Company, their respective affiliates, successors and assigns, and each of their respective past, present or future Representatives, of and from any and all causes of action and claims for relief of any kind and nature whatsoever, known and unknown, anticipated and unanticipated, absolute or contingent, past, present and future, for or on account of any and all losses, injuries, or damages, including all consequential, incidental, and derivative damages of any kind and nature, arising on or before the Effective Time (as defined in the Merger Agreement), resulting or to result from or in any way growing out of the previous employment relationship between the Shareholder and the Company prior to the Effective Time, and all other matters of every type or nature which, directly or indirectly, relate to or concern any relationship between the Shareholder and the Company and their respective affiliates, successors and assigns, and each of their respective past, present or future Representatives, prior to the Effective Time, except (i) claims for regular compensation and benefits accrued and payable to the Shareholder with respect to periods beginning prior to the Effective Time, as applicable, in each case consistent with the Company's normal policies for such payments as disclosed to Transcend, (ii) claims against Transcend and the Subsidiary for breach of the Merger Agreement, and (iii) claims for indemnification for actions taken by the Shareholder in [his/her] capacity as an officer or director of the Company to the extent the Company is otherwise legally obligated to so indemnify the Shareholder (collectively, the "Unreleased Claims").
Sample 1

Related to Release by the Shareholder

  • Indemnification by the Shareholders In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Indemnification by the Stockholders The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

  • Deliveries by the Seller At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer the following:

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024.

  • Deliveries by the Sellers At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer:

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • By the Seller Subject to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

  • ACKNOWLEDGMENTS BY THE EXECUTIVE The Executive acknowledges that (a) prior to and during the Employment Period and as a part of his employment, the Executive has been and will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) because the Executive possesses substantial technical expertise and skill with respect to the Employer’s business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; and (d) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.

  • Deliveries by the Purchaser At the Closing, the Purchaser shall deliver or cause to be delivered to the Selling Shareholders, the following:

Time is Money Join Law Insider Premium to draft better contracts faster.