Release of Directors. (a) The Buyer shall procure the Company approves, in the annual shareholder meetings of Specifar and Alet, to be held in 2011 and 2012, the release of all directors of those respective companies, who resigned on Closing, for the period up to the Closing Date, from liability in accordance with article 35 of Greek law 2190/1920 (other in respect of their fraud).
Release of Directors. The Buyer shall cause the Company to release each director of the Company who resigns at the Closing from any and all liability the same may have to the Company as a director thereof arising on or before the Closing other than liabilities arising from his negligence, recklessness, criminal conduct or self-dealing; provided, that (a) nothing in said release shall increase the obligations of the Buyer or of the Company under Section 5.5 or the liability of any insurer to such director in respect of any insurance policy described in Section 5.5(b) and (ii) such director releases the Company and its affiliates from any and all liabilities arising on or before the Closing for compensation of any nature (including directors’ fees) or any reimbursement of expenses.
Release of Directors. Buyer undertakes not to, and hereby waives the right to, initiate, and shall procure that the Company not initiate, or approve any quotaholders’ meeting resolution authorizing, any action, suit, claim or litigation (including in any case any derivative action) against the directors of the Company who will resign pursuant to Section 5.3 as of the Closing Date in relation to the activities performed by them in such capacities up to the date of their resignation, except in case of fraud (“dolo”). To this effect, without prejudice to any and all rights of indemnification of Buyer against Seller pursuant to Article 11, on Closing Buyer shall deliver to Seller duly executed release letters in the form of Annex 6.3 addressed to the Company’s resigning directors pursuant to Section 5.3, whereby Buyer shall irrevocably (i) waive any action for liability against them (including any derivative action) in relation to the activities performed by them in such capacities up to the date of their resignation and (ii) undertake to indemnify them and hold them harmless from and against any liability action or claim initiated against them by the Company for any reason in relation to the performance of their office, except only in case of fraud (“dolo”).
Release of Directors. Buyer shall cause the Company and its Subsidiaries to release each director of the Company and its Subsidiaries who resigns at the Closing from any and all liability the same may have to the Company and its Subsidiaries as a director thereof arising on or before the Closing other than liabilities arising from his or her negligence, recklessness, criminal conduct or self-dealing; provided, that (a) nothing in said release shall increase the obligations of Buyer or of the Company and its Subsidiaries under Section 5.4 or the liability of any insurer to such director in respect of any insurance policy described in Section 5.4(c) and (b) such director releases the Company and its Subsidiaries from any and all liabilities arising on or before the Closing for compensation of any nature (including directors’ fees) or any reimbursement of expenses.
Release of Directors. Contango and its Affiliates hereby forever, fully and irrevocably release and discharge each of the Resigning Directors and their respective executors, trustees, administrators, representatives, and assigns (the “Resigning Directors Released Parties”), from and against any and all Claims in each case related directly or indirectly to the ownership and/or operation of MLP and any predecessors thereto, or the assets, business, operations conduct, services or products of MLP and any predecessors thereto, related to any period of time before the Execution Date, whether arising from or relating in any way to such Resigning Director having served as a member of the board of directors of Mid-Con Energy GP, LLC or otherwise, which Contango and its Affiliates, as the case may be, can, shall or may have against any of the Resigning Directors Released Parties, whether known or unknown, and that now exist or may hereinafter accrue based on matters now known or unknown.
Release of Directors. Prior to or at the Closing, Buyer will cause each Company and each Subsidiary to release, effective as of the Closing, each director who resigned as a director of such Company or such Subsidiary pursuant to Section 6.5 from all personal liabilities and obligations as a director, pursuant to a release or releases in form and substance satisfactory to Seller in its sole discretion. It is understood that such release shall not affect the indemnification obligations of Seller under Section 11.2.
Release of Directors. Without prejudice to the indemnification obligations undertaken by Sellers hereunder, Buyer hereby undertakes to: (i) refrain from starting any action or proceedings pursuant to Section 2395 of the Italian Civil Code against the directors of the Companies who shall resign at Closing and those who ceased from office during a period of five years prior to Closing; (ii) refrain from voting the CAPSOL SHARES or the OCIESSE QUOTA in a manner which would allow Capsol or, as the case may be, Ociesse to start against the aforesaid directors any action or proceedings pursuant to Section 2393 of the Italian Civil Code.
Release of Directors. Prior to the Closing, the Company shall release, effective as of the Closing, each director who shall have resigned as a director of the Company pursuant to Section 8.4 from all liabilities and obligations as a director, pursuant to a release in form identical to Exhibit 9.4 attached hereto.
Release of Directors. Effective at the Effective Time, each Party waives and releases each person who is a director or officer of the Company on the date of this Agreement or becomes a director or officer of the Company at any time between the date of this Agreement and the Recapitalization Time from all actions, claims and liabilities of any nature, in law or equity, known or unknown, and whether or not heretofore asserted, which such Party, as applicable, has or hereafter may have against any of such director or officer for any actions or omissions in respect of this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby; provided, that the foregoing shall not be construed as a waiver or release of any action, claim or liability based on fraud, bad faith or intentional misconduct.
Release of Directors. Upon Implementation, the Affected Creditors shall be deemed to fully release and discharge and shall not pursue any claims or assessments against the Company's current and former Directors for claims against such current or former Directors of the Company that arose prior to the Filing Date and that relate to the liabilities of the Company where such current or former Directors are by law liable in their capacity as Directors for the payment of such obligations. Nothing herein shall be interpreted as an acknowledgement of any liability or obligations of any of the current or former Directors. For greater certainty, Unaffected Claims, including Unaffected Claims that relate to contractual rights of one or more creditors arising from contracts with one or more Directors or based on allegations of misrepresentation made by Directors or ofwrongful or oppressive conduct by the Directors are not released.
