Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under the Merger Agreement, each Charter Entity, and its respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his capacity as an officer, director or employee of any Charter Entity, has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
Release of Certain Claims. 3.1 550 DMV hereby releases and forever discharges eUniverse, Inc., and each of its past, present, and future directors, officers, employees, agents, attorneys, representatives, principals, partners, shareholders, joint venturers, lenders, sureties, experts, consultants, parent corporations, sister corporations, subsidiaries, affiliated entities, predecessors, successors, and assigns (hereinafter, all such related persons and entities are collectively referred to as the “eUniverse Related Persons”) from any and all liabilities, claims, causes of action, suits, debts, liens, rights, duties, obligations, agreements, promises, warranties, representations, damages, losses, costs (including costs of suit and attorney’s fees and expenses), or demands, of whatever nature, character, type, or description, whether known or unknown, existing or potential, or suspected or unsuspected (collectively “Claims”), which 550 DMV has or asserts, or may hereafter have or assert, against eUniverse or any of the eUniverse Related Persons based on any act or omission of the Company or any eUniverse Related Persons occurring at any time prior to the date of this Agreement and arising in connection with, or related to, the 550 DMV Documents, any agreements with eUniverse or the eUniverse Related Persons, and/or 550 DMV’s status as a shareholder of the Company, including, but not limited to, any Claims based on the breach of any representation, warranty or covenant contained in the 550 DMV Documents or based on federal or state securities laws in connection with the Company’s recent restatement of financial results for its fiscal year 2003 and the matters and allegations at issue in the purported class and derivative stockholder actions pending against the Company in the State and Federal Courts located in Los Angeles (the foregoing matters released in this Section shall collectively be referred to as “550 DMV Released Claims”).
Release of Certain Claims. WITH RESPECT TO THE FOREGOING RELEASE OF CLAIMS, IN GIVING SUCH RELEASE, BUYER ACKNOWLEDGES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, AS AMENDED OR MODIFIED, WHICH PROVIDES THAT: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SECTION 7 AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL, IS FULLY AWARE OF ITS CONSEQUENCES, AND THAT THE PROVISIONS OF THIS SECTION 7 ARE A MATERIAL PART OF THIS AGREEMENT; PROVIDED, HOWEVER, SUCH RELEASE, WAIVER OR DISCHARGE PURSUANT TO THIS SECTION 7 SHALL NOT APPLY AND SHALL BE OF NO FORCE OR EFFECT AS TO ANY CLAIMS RELATING TO (I) SELLER’S BREACH OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE BREACH OF ANY REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT, (II) SELLER’S FRAUD (III) SELLER’S INTENTIONAL MISREPRESENTATION (IV) CLAIMS DESCRIBED IN SECTION 7.1.5, OR (V) THAT SELLER’S ESTOPPEL CERTIFICATE, IF ANY, WAS IN ANY MANNER MATERIALLY FALSE. Seller (JR) Buyer (JM)
Release of Certain Claims. The Company acknowledges and agrees as follows: (i) the amounts listed under the heading “Total Claims” on Schedule 5.5 are due and payable to Mr. Tick by the Company as of immediately prior to the Closing; (ii) the non-cash portion of the Loan Amount described in Exhibit B hereto shall by funded by Xx. Xxxxxx and Mr. Tick (on a dollar-for-dollar basis) through the release by Xx. Xxxxxx and Mr. Tick of certain claims in the amounts listed under the heading “Released Amounts” on Schedule 5.5, which shall reduce such “Total Claims” on a dollar-for-dollar basis in the amount of such released claims; and (iii) following the payment contemplated by Section 5.3(c) above, the amount of such “Total Claims” for Mr. Tick shall be further reduced on a dollar-for-dollar basis in the amount of such payment.
Release of Certain Claims. Upon the Payoff, and in consideration of the Lender Group discounting the breakage fees that would otherwise be payable under Section 2.17(d) of the Loan Agreement associated with the prepayment of the Eurodollar Rate Loans existing at such time and the Agents' agreements contained in this Termination Agreement, the Borrower hereby releases and forever discharges the Agents and the rest of the Lender Group and their respective successors, representatives, assigns, officers, directors, agents, employees, and attorneys, and each of them (collectively the "Affiliated Parties"), of and from any and all claims, demands, debts, liabilities, actions and causes of action of every kind and character and the Borrower hereby agrees to indemnify and hold the Lender Group harmless from any and all loss, cost, damage or expense (including, but not limited to, attorney's fees) which the Lender Group of the Affiliated Parties may suffer or incur at any time, based on or arising out of any delay or failure to release and reconvey the liens held by or assigned to the Facility Agent and recorded against the real and personal property of the Borrower or any of its subsidiaries; provided, however, that such release and indemnification shall not excuse any party's compliance with the terms of Section 3 above.
Release of Certain Claims. At the Closing, each Significant Stockholder shall, in its capacity as a stockholder of the Company, deliver to Parent an executed release in the form attached as Exhibit C (the “Release”).
Release of Certain Claims. Tenant hereby fully and completely waives ------------------------- and releases all claims against Landlord for any losses or other damages sustained by Tenant or any Person claiming through Tenant resulting from any accident or occurrence in or upon the Premises, Building or Land including but not limited to claims resulting from: any equipment or appurtenances, including the HVAC system, becoming out of repair; injury done or occasioned by wind; any defect in or failure of plumbing, heating or air-conditioning equipment, electric wiring or insulation thereof, any defect in or failure of gas, water and steam pipes, stairs, railings or walks, broken glass, leaking or running of any sewer pipe or downspout; the bursting, leaking or running of any HVAC system, tank, tub, wash stand, water closet, waste pipe, drain or any other pipe or tank; the escape of steam or hot water, water, snow or ice being upon or coming through the roof, skylight, trap door, stairs, doorway, show windows, walks or any other place; the falling of any fixture, plaster, tile or stucco; or any act, omission, or negligence of co-tenants, licensees, or any other persons or occupants of the Building or of an adjoining or contiguous Building or of any tenant or adjacent or contiguous space or property unless caused by Landlord's gross negligence or willful misconduct.
Release of Certain Claims. Effective on the Closing Date and subject to the consummation of the Closing in accordance with the terms of this Agreement, the Seller, acting on behalf of itself and its Affiliates, hereby releases any and all claims and causes of action that it now has or may ever have against any of the Companies arising under the General Account Advisory Agreements and Separate Account Advisory Agreements listed in Schedule 2.9(a) (including, without limitation, any claim for indemnification under such agreements in connection with a claim or cause of action asserted by a third party against the Seller or its Affiliates), and any predecessor agreements, in so far as any such claim or cause of action relates to any action or failure to act on the part of the Companies at any time prior to the Closing Date.
Release of Certain Claims. 4.2.1. Nycomed, on behalf of the Nycomed Release Parties, hereby forever compromises, settles, waives, releases, and discharges with prejudice (on the terms and conditions set forth in this Agreement) the TMC Release Parties from any and all Claims that the Nycomed Release Parties have against the TMC Release Parties to the extent such Claims (a) arise out of any events, occurrences, actions or any failures to act preceding the Effective Date and (b) relate to (or are in any way connected with) the Former Distribution Agreement or any Quality Agreement, whether known or unknown, accrued or not accrued, foreseen or unforeseen, or matured or not matured (the “Release By Nycomed”); provided, however, that the Release By Nycomed shall not extend to:
Release of Certain Claims. K4 hereby irrevocably releases and discharges Spotlight, and any of its predecessors, successors, officers, directors, shareholders, employees and representatives from any and all liabilities, obligations, claims, and promises that Spotlight may owe to K4 related to the transactions entered into between Spotlight, K4, and other third parties related to the Xxxxx Xxxxx and Xxx Xxxxxx transactions. This Agreement does not constitute an admission of liability by Spotlight related to such liabilities, obligations, claims, or promises.
