Common use of Shareholder Release Clause in Contracts

Shareholder Release. Effective as of the Closing, the Seller does hereby, for itself and each of its Affiliates, and each of its and such Affiliates’ Associates, successors and assigns (each, a “Releasing Party”), release and absolutely forever discharge the Company and its Subsidiaries (each, a “Released Party”) from and against all Released Matters. “Released Matters” means any and all claims, demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that any Releasing Party now has, or at any time previously had, or shall or may have in the future, as an equityholder, contractor, consultant, agent or advisor of the Company or any of its Subsidiaries, arising by virtue of or in any matter related to (a) dividends, management or advisory fees or equity, tax or other similar distributions or payments payable by the Company or any of its Subsidiaries to such Releasing Party with respect to periods of time before the Closing or in connection with the Acquisition or (b) the value of the Membership Interests; provided that in no event shall Released Matters include (x) any right of any Releasing Party contained in this Agreement or any Ancillary Agreement and (y) any right of any Releasing Party to be indemnified by the Company or any of its Subsidiaries pursuant to directors’ and officers’ insurance policies of the Company and its Subsidiaries or the organizational or governance documents of the Company or such Subsidiary. It is the intention of the Seller in providing this release, and in giving and receiving the consideration called for in this Agreement, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters and the final resolution by the applicable Releasing Party and the Released Parties of all Released Matters. Notwithstanding any provision in this Agreement to the contrary, this release will not be effective so as to benefit a particular Released Party in connection with any matter or event that would otherwise constitute a Released Matter, but involved fraud by or on behalf of such Released Party. The Seller hereby represents to the Purchaser that no Releasing Party has voluntarily or involuntarily assigned or transferred or purported to assign or transfer to any Person any Released Matter and that no Person (other than a Releasing Party) has any interest in any Released Matter by Law or Contract by virtue of any action or inaction by any Releasing Party. The invalidity or unenforceability of any part of this Section shall not affect the validity or enforceability of the remainder of this Section, which shall remain in full force and effect.

Shareholder Release. Effective as of the Closing, the Seller does herebyeach Shareholder does, for itself and each of its Affiliatesheirs, and each of its and such Affiliates’ Associatesbeneficiaries, successors and assigns (eachassigns, a “Releasing Party”)if any, release and absolutely forever discharge the Company and Company, its Subsidiaries (eachand their respective officers, a “Released Party”) directors, employees, representatives and agents from and against all Released Matters. It is the intention of each Shareholder with respect to the release contained in this Section 6.5 and in giving and receiving the consideration called for herein, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters. Each Shareholder shall not, and shall cause its controlled Affiliates not to, directly or indirectly commence, maintain, initiate, prosecute, join in, or in any manner seek relief through, or cause, encourage, assist, volunteer, advise or cooperate with any other Person to commence, maintain, initiate, prosecute, join in, or in any manner seek relief through, any Action with respect to the Released Matters. For purposes hereof, “Released Matters” means any and all claims, demands, damages, debts, liabilitiesLiabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that a Shareholder or any Releasing Party of such Shareholder’s Affiliates (other than the Company) now has, or at any time previously had, or shall or may have in until the futureClosing Date, as an equityholder, contractor, consultant, agent a result of such Shareholder’s capacity as a holder of the corporate capital or advisor other securities of the Company or any of its Subsidiaries, Subsidiaries and arising by virtue of of, or in any matter manner related to (a) dividendsany actions or inactions with respect to, management or advisory fees or equity, tax or other similar distributions or payments payable by the Company or any of its Subsidiaries to such Releasing Party with respect to periods of time or the business or affairs thereof on or before the Closing or Date, including in connection with the Acquisition any sale or (b) the value issuance of the Membership Interests; provided that in no event shall Released Matters include (x) any right corporate capital of any Releasing Party contained in this Agreement or any Ancillary Agreement and (y) any right of any Releasing Party to be indemnified by the Company or any of its Subsidiaries pursuant to directors’ and officers’ insurance policies of the Company and its Subsidiaries Subsidiary thereof or the organizational any promissory note or governance documents other security of the Company or any Subsidiary thereof to any Shareholder or such Subsidiary. It is Shareholder’s Affiliate, the intention conversion of any such promissory note, the granting or exercise of any option to purchase any shares of corporate capital of the Seller in providing this releaseCompany or any Subsidiary thereof and any shareholders agreement to which any of the Shareholder and the Company or any Subsidiary thereof are parties; provided, and in giving and receiving the consideration called for in this Agreementhowever, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters and the final resolution by the applicable Releasing Party and the Released Parties of all Released Matters. Notwithstanding shall not include any provision in this Agreement such claims (i) arising under any Transaction Documents or with respect to the contraryTransactions, this release will not be effective so as to benefit a particular Released Party in connection with any matter (ii) for accrued but unpaid compensation, employee benefits or event that would otherwise constitute a Released Matter, but involved fraud by similar payments or on behalf of such Released Party. The Seller hereby represents to the Purchaser that no Releasing Party has voluntarily or involuntarily assigned or transferred or purported to assign or transfer to any Person any Released Matter and that no Person (other than a Releasing Party) has any interest in any Released Matter by Law or Contract by virtue of any action or inaction by any Releasing Party. The invalidity or unenforceability of any part of this Section shall not affect the validity or enforceability of the remainder of this Section, which shall remain in full force and effectfor expense reimbursement.

Shareholder Release. Effective as of the Initial Closing, each of the Seller does and the Founder do hereby, for itself and each of its and his Affiliates, and each of its and his and such Affiliates’ Associates, successors and assigns (each, a “Releasing Party”), release and absolutely forever discharge the Company and its Subsidiaries (each, a “Released Party”) from and against all Released Matters. “Released Matters” means any and all claims, demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that any Releasing Party now has, or at any time previously had, or shall or may have in the future, as an equityholder, director, officer, contractor, consultant, employee, agent or advisor of the Company or any of its Subsidiaries, arising by virtue of or in any matter related to (a) dividends, management actions or advisory fees or equity, tax or other similar distributions or payments payable by the Company or any of its Subsidiaries to such Releasing Party inactions with respect to periods of time the Company and its Subsidiaries or its or their affairs before the Closing or in connection with the Acquisition or (b) the value of the Membership InterestsInitial Closing; provided that in no event shall Released Matters shall not include (xa) any right of any Releasing Party contained in this Agreement or any Ancillary Agreement and or any Contract listed on Section 4.21 of the Disclosure Schedule, (yb) any right of any Releasing Party to be indemnified by the Company or any of its Subsidiaries pursuant to directors’ and officers’ insurance policies of the Company and its Subsidiaries or the organizational or governance documents of the Company or such SubsidiarySubsidiary or pursuant to any directors and officers insurance policy of the Company or any of its Subsidiaries, and (c) any right of any Releasing Party to be reimbursed for any unpaid business travel and other expenses incurred or paid by a Releasing Party in the ordinary course of business of the Company or any Subsidiary consistent with past practice. It is the intention of the Seller and the Founder in providing this release, and in giving and receiving the consideration called for in this Agreement, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters and the final resolution by the applicable Releasing Party and the Released Parties of all Released Matters. Notwithstanding any provision in this Agreement to the contrary, this release will not be effective so as to benefit a particular Released Party in connection with any matter or event that would otherwise constitute a Released Matter, but involved fraud by or on behalf of such Released Party. The Each of the Seller and the Founder hereby represents to the Purchaser that no Releasing Party has voluntarily or involuntarily assigned or transferred or purported to assign or transfer to any Person any Released Matter and that no Person (other than a Releasing Party) has any interest in any Released Matter by Law or Contract by virtue of any action or inaction by any Releasing Party. The invalidity or unenforceability of any part of this Section shall not affect the validity or enforceability of the remainder of this Section, which shall remain in full force and effect.

Shareholder Release. Effective as Shareholder, for Shareholder and ------------------- Shareholder's heirs, beneficiaries, successors, assigns, agents, attorneys, legal representatives and for anyone else claiming by, through or under any of them (together with Shareholder, collectively "Shareholder Releasors"), does hereby remise, release and forever discharge each of the ClosingCompanies and their respective subsidiaries, affiliates and associates, and all of their respective successors, assigns, agents, attorneys, legal representatives, officers, directors and shareholders (collectively, the Seller does hereby, for itself and each of its Affiliates"Company Releasees"), and each of its and such Affiliates’ Associatesthem, successors and assigns (eachfrom all manner of actions, a “Releasing Party”)causes of action, release and absolutely forever discharge the Company and its Subsidiaries (each, a “Released Party”) from and against all Released Matters. “Released Matters” means any and all claims, demands, damagessuits, debts, liabilitiesdues, obligationsaccounts, costsbonds, expenses covenants, contracts, claims and demands (including attorneys’ and accountants’ fees and expenses)collectively, actions and causes "Claims") whatsoever which as against the said Company Releasees (or any of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that any Releasing Party now hasthem) Shareholder Releasors, or at any time previously of them, ever had, now has or shall or may have in for or by reason of any cause, matter or thing whatsoever existing up to the futurepresent time, as an equityholderincluding, contractor, consultant, agent or advisor without limiting the generality of the Company or any of its Subsidiariesforegoing, all Claims arising by virtue out of or in any matter related way connected with the employment of Shareholder by any of the Company Releasees (including as an officer, director or employee) or the obligations (statutory, contractual or otherwise) of the Company Releasees to Shareholder Releasors, or any of them, in respect thereof. Notwithstanding the foregoing or any other provision of this Agreement, Shareholder Releasors shall not release the Company Releasees, or any of them, from their respective (a) dividendsobligations to Shareholder Releasors, management or advisory fees any of them, under the Merger Agreement and the Acquiror Closing Document, (b) obligations to Shareholder Releasors, or equityany of them, tax for any salary, wages or other similar distributions compensation or payments payable reimbursement of expenses arising prior to the Closing out of any employment or consulting arrangements between Shareholder and the Company Releasees, or any of them, and (c) obligations to Shareholder Releasors which are funded by third party insurance. The Claims released herein specifically include, but are not limited to, any Claims arising in tort or contract, any Claim based on wrongful discharge, any Claim based on breach of contract, any Claim arising under federal, state or local law prohibiting race, sex, religion, national origin, handicap, disability or other forms of discrimination, or retaliation, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. (S) 1981, The Americans With Disabilities Act, the Age Discrimination in Employment Act, and the Employment Retirement Income Security Act, as amended. Shareholder specifically waives any right to reinstatement or any other remedy which might be available under these statutes. Shareholder expressly acknowledges that the consideration referred to herein shall not in any way constitute an admission of any liability by the Company Releasees or any one of its Subsidiaries to such Releasing Party them with respect to periods of time before the Closing Claims released by Shareholder pursuant to this Section 1. Shareholder agrees not to make any claim or in connection with take any proceeding against any person or corporation who might claim, pursuant to the Acquisition or (b) the value of the Membership Interests; provided that in no event shall Released Matters include (x) any right provisions of any Releasing Party contained in this Agreement applicable statute or otherwise, contribution or indemnity from the Company Releasees or any Ancillary Agreement and (y) any right one of any Releasing Party them with respect to be indemnified the Claims released by the Company or any of its Subsidiaries Shareholder pursuant to directors’ and officers’ insurance policies of the Company and its Subsidiaries or the organizational or governance documents of the Company or such Subsidiary. It is the intention of the Seller in providing this release, and in giving and receiving the consideration called for in this Agreement, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters and the final resolution by the applicable Releasing Party and the Released Parties of all Released Matters. Notwithstanding any provision in this Agreement to the contrary, this release will not be effective so as to benefit a particular Released Party in connection with any matter or event that would otherwise constitute a Released Matter, but involved fraud by or on behalf of such Released Party. The Seller hereby represents to the Purchaser that no Releasing Party has voluntarily or involuntarily assigned or transferred or purported to assign or transfer to any Person any Released Matter and that no Person (other than a Releasing Party) has any interest in any Released Matter by Law or Contract by virtue of any action or inaction by any Releasing Party. The invalidity or unenforceability of any part of this Section shall not affect the validity or enforceability of the remainder of this Section, which shall remain in full force and effect1.

Shareholder Release. Effective as Shareholder, for Shareholder and ------------------- Shareholder's heirs, beneficiaries, successors, assigns, agents, attorneys, legal representatives and for anyone else claiming by, through or under any of the Closingthem (together with Shareholder, collectively "Shareholder Releasors"), does hereby remise, release and forever discharge Company and its subsidiaries, affiliates and associates, and all of their respective successors, assigns, agents, attorneys, legal representatives, officers, directors and shareholders (collectively, the Seller does hereby, for itself and each of its Affiliates"Company Releasees"), and each of its and such Affiliates’ Associatesthem, successors and assigns (eachfrom all manner of actions, a “Releasing Party”)causes of action, release and absolutely forever discharge the Company and its Subsidiaries (each, a “Released Party”) from and against all Released Matters. “Released Matters” means any and all claims, demands, damagessuits, debts, liabilitiesdues, obligationsaccounts, costsbonds, expenses covenants, contracts, claims and demands (including attorneys’ and accountants’ fees and expenses)collectively, actions and causes "Claims") whatsoever which as against the said Company Releasees (or any of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that any Releasing Party now hasthem) Shareholder Releasors, or at any time previously of them, ever had, now has or shall or may have in for or by reason of any cause, matter or thing whatsoever existing up to the futurepresent time, as an equityholderincluding, contractor, consultant, agent or advisor without limiting the generality of the Company or any of its Subsidiariesforegoing, all Claims arising by virtue out of or in any matter related way connected with the employment of Shareholder by any of the Company Releasees (including as an officer, director or employee) or the obligations (statutory, contractual or otherwise) of the Company Releasees to Shareholder Releasors, or any of them, in respect thereof. Notwithstanding the foregoing or any other provision of this Agreement, Shareholder Releasors shall not release the Company Releasees, or any of them, from their respective (a) dividendsobligations to Shareholder Releasors, management or advisory fees any of them, under the Merger Agreement and the Other Acquiror Agreements, (b) obligations to Shareholder Releasors, or equityany of them, tax for any salary, wages or other similar distributions compensation or payments payable reimbursement of expenses arising prior to the Closing out of any employment or consulting arrangements between Shareholder and the Company Releasees, or any of them, and (c) obligations to Shareholder Releasors which are funded by third party insurance. The Claims released herein specifically include, but are not limited to, any Claims arising in tort or contract, any Claim based on wrongful discharge, any Claim based on breach of contract, any Claim arising under federal, state or local law prohibiting race, sex, religion, national origin, handicap, disability or other forms of discrimination, or retaliation, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. (S) 1981, The Americans With Disabilities Act, the Age Discrimination in Employment Act, and the Employment Retirement Income Security Act, as amended. Shareholder specifically waives any right to reinstatement or any other remedy which might be available under these statutes. Shareholder expressly acknowledges that the consideration referred to herein shall not in any way constitute an admission of any liability by the Company Releasees or any one of its Subsidiaries to such Releasing Party them with respect to periods of time before the Closing Claims released by Shareholder pursuant to this Section 1. Shareholder agrees not to make any claim or in connection with take any proceeding against any person or corporation who might claim, pursuant to the Acquisition or (b) the value of the Membership Interests; provided that in no event shall Released Matters include (x) any right provisions of any Releasing Party contained in this Agreement applicable statute or otherwise, contribution or indemnity from the Company Releasees or any Ancillary Agreement and (y) any right one of any Releasing Party them with respect to be indemnified the Claims released by the Company or any of its Subsidiaries Shareholder pursuant to directors’ and officers’ insurance policies of the Company and its Subsidiaries or the organizational or governance documents of the Company or such Subsidiary. It is the intention of the Seller in providing this release, and in giving and receiving the consideration called for in this Agreement, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters and the final resolution by the applicable Releasing Party and the Released Parties of all Released Matters. Notwithstanding any provision in this Agreement to the contrary, this release will not be effective so as to benefit a particular Released Party in connection with any matter or event that would otherwise constitute a Released Matter, but involved fraud by or on behalf of such Released Party. The Seller hereby represents to the Purchaser that no Releasing Party has voluntarily or involuntarily assigned or transferred or purported to assign or transfer to any Person any Released Matter and that no Person (other than a Releasing Party) has any interest in any Released Matter by Law or Contract by virtue of any action or inaction by any Releasing Party. The invalidity or unenforceability of any part of this Section shall not affect the validity or enforceability of the remainder of this Section, which shall remain in full force and effect1.