Common use of Waivers and Releases Clause in Contracts

Waivers and Releases. (a) In further consideration for the execution of the Side Agreement and the consummation of the transactions contemplated thereby, effective on the Effective Date (as defined below) each of EFAX and JFAX, on behalf of itself and its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "ISSUER RELEASING PERSONS"), hereby waives and releases, to the fullest extent permitted by law, any and all claims, rights and causes of action, whether known or unknown (collectively, the "ISSUER CLAIMS"), that any of the Issuer Releasing Persons had or currently has against (i) the Holders, (ii) any of the Holders' respective current or former parents, shareholders, affiliates, subsidiaries, predecessors or assigns, or (iii) any of the Holders' or such other persons' or entities' current or former officers, directors, employees, agents, principals, investors, signatories, advisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "HOLDER RELEASED PERSONS"), arising out of or relating to the Series D Exchange Agreement, the Series A Purchase Agreement (as defined in the Series D Exchange Agreement), the Series A Certificate of Designations (as defined in the Series D Exchange Agreement), the Registration Rights Agreement (as defined in the Series A Purchase Agreement), the Warrants (as defined in the Series A Purchase Agreement), the Series B Exchange Agreement (as defined in the Series D Exchange Agreement), the Series D Certificate of Designations or the Series B Certificate of Designations (as defined in the Series D Exchange Agreement) (collectively, the "TRANSACTION DOCUMENTS") or arising out of or relating to matters leading up to the consummation of the Merger (other than arising out of or relating to the Side Agreement).

Waivers and Releases. (a) In further consideration for the execution purchase and sale of the Side Agreement and the consummation of the transactions contemplated therebyShares, Seller, effective on the Effective as of any Closing Date (as defined below) each of EFAX and JFAXhereunder, on behalf of itself and any of its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "ISSUER RELEASING PERSONSReleasing Persons"), hereby waives and releases, to the fullest extent permitted by law, any and all claims, rights and causes of action, whether known or unknown (collectively, the "ISSUER CLAIMSClaims"), that any of the Issuer Releasing Persons had had, has or currently has may have against (i) the HoldersCompany, (ii) any of the Holders' respective Company's current or former parents, shareholders, affiliates, subsidiaries, divisions, predecessors or assigns, or (iii) any of the Holders' Company's or such other persons' or entities' current or former officers, directors, employees, agents, principals, investors, signatories, advisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "HOLDER RELEASED PERSONSReleased Persons"), arising out of or relating to any matter involving (x) the Series D Exchange transactions pursuant to which the Seller originally acquired the Shares, (y) the purchase and sale of the Shares contemplated by this Agreement, or (z) the Series A Purchase Agreement (as defined nondisclosure of any information described in Section 10 hereof, except in the Series D Exchange Agreement)case of each of the foregoing, the Series A Certificate of Designations (as defined in the Series D Exchange Agreement), the Registration Rights Agreement (as defined in the Series A Purchase Agreement), the Warrants (as defined in the Series A Purchase Agreement), the Series B Exchange Agreement (as defined in the Series D Exchange Agreement), the Series D Certificate of Designations or the Series B Certificate of Designations (as defined in the Series D Exchange Agreement) (collectively, the "TRANSACTION DOCUMENTS") or for Claims arising out of breach by the Company of any representations, warranties or relating covenants contained herein or in the Escrow Agreement. Seller represents and warrants that it has not, and covenants that it will not, assign any Claims based on the matters described in clauses (x), (y) and (z) in the foregoing sentence (the "Released Claims") to matters leading up any other person or entity. Seller further represents and warrants that no parent, affiliate, division, subsidiary, predecessor and, to its knowledge, any director, officer, shareholder, employee, consultant, representative, principal, agent, associate or attorney of Seller is entitled to assert any Released Claims against the consummation Released Persons. Seller shall indemnify, defend and hold the Released Persons harmless from and against any Claims based on a breach of the Merger (other than arising out of or relating to the Side Agreement)foregoing representations and warranties.