Release by Company. The Preferred Member hereby represents and warrants to the Company that, to the knowledge of the Preferred Member, no Company Releasor (as defined below) has nor is there any reason known to the Preferred Member to believe that any Company Releasor will have any Company Claim (as defined below) against any Preferred Member Releasee (as defined below). Subject to (i) receipt by the Company or its designees of the membership unit certificates and related membership unit transfer powers (or affidavits of lost certificates and indemnity agreements) and (ii) the satisfaction of each of the conditions precedent set forth in this Agreement, and except for the Company Excepted Matters (as defined below) (which Company Excepted Matters are not subject to the release contained in this Section 8), the Company, on behalf of itself and each of its affiliates, officers, directors, employees, equity holders, participants, investors, partners (limited or general), managers and agents (collectively, the “Company Releasors”), hereby acknowledges, stipulates, covenants, and agrees that neither it nor any other Company Releasor has any claims or causes of action of any kind whatsoever against the Preferred Member, or any of its affiliates, or any of its or their respective designees to the board of managers of the Company, officers, directors, employees, equity holders, investors, partners (limited or general), managers or agents (collectively, the “Preferred Member Releasees”) and hereby irrevocably releases, acquits, and forever discharges each Preferred Member Releasee, and each of its, his or her respective affiliates from any and all claims, causes or rights of action, liabilities, and obligations of any kind, type or nature, known or unknown, anticipated or unanticipated from before and through and including the date of the Closing (“Company Claims”). The Company, on behalf of itself and each of its affiliates, officers, directors, employees, equity holders, investors, partners (limited or general), managers and agents, represents that it is entering into this Agreement freely, and with the advice of counsel as to its legal alternatives. “Company Excepted Matters” means (i) any and all rights, privileges, entitlements and claims of any kind or description of any Company Releasor arising out of this Agreement, and (ii) Company Claims arising directly or indirectly out of fraud, willful misconduct, bad faith or unlawful acts of any of the Preferred Member Releasees.
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Samples: Operating Agreement (Global Partner Acquisition Corp.)
Release by Company. The Preferred Member hereby represents and warrants to Except for executory obligations under the Company that, to the knowledge express provisions of the Preferred MemberAgreements, no Company Releasor (as defined below) has nor is there any reason known to effective immediately upon the Preferred Member to believe that any Company Releasor will have any Company Claim (as defined below) against any Preferred Member Releasee (as defined below). Subject to (i) receipt by the Company or its designees exchange of the membership unit certificates and related membership unit transfer powers (or affidavits fully-executed counterparts of lost certificates and indemnity agreements) and (ii) the satisfaction of each of the conditions precedent set forth in this Agreement, and except for the Company Excepted Matters (as defined below) (which Company Excepted Matters are not subject to the release contained in this Section 8)Amendment, the Company, on behalf of itself the Company and each of its the Company’s respective agents, representatives, partners, servants, employees, predecessors, successors in interest, divisions, joint venturers, affiliates, attorneys, officers, directors, shareholders, owners and assignees, hereby releases and discharges the Purchasers, and each of them, and all those acting on any of the Purchasers’ behalf and each of the Purchasers’ agents, representatives, partners, servants, employees, equity holderspredecessors, participantssuccessors in interest, investorsdivisions, partners (limited or general)joint venturers, managers and agents (collectively, the “Company Releasors”), hereby acknowledges, stipulates, covenants, and agrees that neither it nor any other Company Releasor has any claims or causes of action of any kind whatsoever against the Preferred Member, or any of its affiliates, or any of its or their respective designees to the board of managers of the Companyattorneys, officers, directors, employeesshareholders, equity holders, investors, partners (limited or general), managers or agents (collectively, the “Preferred Member Releasees”) owners and hereby irrevocably releases, acquits, and forever discharges each Preferred Member Releasee, and each of its, his or her respective affiliates assignees from any and all debts, claims, causes or rights of actiondemands, liabilities, obligations, causes of action and obligations rights of any kind, type or nature, known or unknown, anticipated or unanticipated from before and action arising up through and including the date of this Amendment, whether known or unknown, which the Closing Company now owns or holds, or at any time heretofore owned or held, or may in the future hold that arise out of or relate to the Placement (the “Company ClaimsCompany’s Release”). The As part of the Company’s complete, total release and discharge as set forth in the immediately preceding paragraph, the Company, on behalf of itself the Company and each of its the Company’s respective agents, representatives, partners, servants, employees, predecessors, successors in interest, divisions, joint venturers, affiliates, attorneys, officers, directors, employeesshareholders, equity holdersowners and assignees, investorsagrees to the fullest extent permitted by law, partners (limited not to xxx, file a charge, complaint, grievance, claim or general), managers and agents, represents that it is entering into this Agreement freely, and with the advice of counsel as to its legal alternatives. “Company Excepted Matters” means (i) demand for arbitration in any and all rights, privileges, entitlements and claims of any kind or description of any Company Releasor arising out of this Agreement, and (ii) Company Claims arising directly or indirectly out of fraud, willful misconduct, bad faith or unlawful acts of forum against any of the Preferred Member ReleaseesPurchasers based on any claim that is released by this Amendment, or to assist voluntarily in any claim, arbitration, suit, action or other proceeding initiated by any other individual or entity against any of the Purchasers and which relates to any matter involving or related to any claim that is released by this Amendment. Notwithstanding the foregoing, nothing in this Amendment shall prohibit the Company from testifying truthfully to any government agency or representative or from otherwise truthfully responding to compelled process of law. For purposes of this Amendment, the Purchasers’ Release and the Company’s Release are collectively referred to herein as the “Released Matters”.
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Release by Company. The Preferred Member hereby represents and warrants to the Company that, to the knowledge of the Preferred Member, no Company Releasor (as defined below) has nor is there any reason known to the Preferred Member to believe that any Company Releasor will have any Company Claim (as defined below) against any Preferred Member Releasee (as defined below). Subject to (i) receipt by the Company or its designees of the membership unit certificates and related membership unit transfer powers (or affidavits of lost certificates and indemnity agreements) and (ii) the satisfaction of each of the conditions precedent set forth in this Agreement, and except for the Company Excepted Matters (as defined below) (which Company Excepted Matters are not subject to the release contained in this Section 8)Company, the Company's divisions, subsidiaries, and other affiliated entities (whether or not such entities are wholly owned), and the predecessors, successors and assigns of any of them, on behalf of itself themselves and each of its affiliates, officers, directors, employees, equity holders, participants, investors, partners anyone claiming through them (limited or general), managers and agents (collectively, the “"Company Releasors”Releasing Parties"), hereby acknowledgesagree not to sue the Executive, stipulateshis spouse, covenantsperxxxal or legal representatives, executors, administrators, successors, heirs, distributees, devisees or legatees, or the Beneficiary (as hereinafter defined) (hereinafter referred to as the "Executive Released Parties") based upon facts that are known on the date of this Agreement by any director or executive officer (as defined in Rule 3b-7 under the Exchange Act) of the Company as of the date of this Agreement ("Known Facts"), and agrees that neither it nor any other Company Releasor has any claims or causes of action of any kind whatsoever against the Preferred Memberagree to release and discharge, or any of its affiliatesfully, or any of its or their respective designees to the board of managers of the Company, officers, directors, employees, equity holders, investors, partners (limited or general), managers or agents (collectivelyfinally and forever, the “Preferred Member Releasees”) and hereby irrevocably releases, acquits, and forever discharges each Preferred Member Releasee, and each of its, his or her respective affiliates Executive Released Parties from any and all claims, causes or rights of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and obligations demands of any kindnature whatsoever, type in law or naturein equity, both known or and unknown, anticipated asserted or unanticipated not asserted, foreseen or unforeseen, which the Company Releasing Parties ever had or may presently have against any of the Executive Released Parties arising from before and through the beginning of time up to and including the effective date of the Closing (“Company Claims”). The Company, on behalf of itself and each of its affiliates, officers, directors, employees, equity holders, investors, partners (limited or general), managers and agents, represents that it is entering into this Agreement freely, and with the advice of counsel as to its legal alternatives. “Company Excepted Matters” means (i) any and all rights, privileges, entitlements and claims of any kind or description of any Company Releasor arising out of this Agreement, and (ii) including, without limitation, all matters in any way related to Executive's employment by the Company Claims arising directly or indirectly out of fraud, willful misconduct, bad faith his service as an officer or unlawful acts of any director of the Preferred Member ReleaseesCompany or the terms and conditions thereof, but only to the extent such claims, causes of action, lawsuits, liabilities, debts, accounts, covenants, contracts, controversies, agreements, promises, sums of money, damages, judgments and demands are based upon Known Facts; provided, however, that nothing contained in this Section 15(b) shall apply to, or release the Executive Released Parties from, any obligation of Executive contained in this Agreement.
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Release by Company. The Preferred Member hereby represents and warrants Except for claims of indemnification arising pursuant to the Company thatSection 3.0 above, to the knowledge of the Preferred Member, no Company Releasor (as defined below) has nor is there any reason known to the Preferred Member to believe that any Company Releasor will have any Company Claim (as defined below) against any Preferred Member Releasee (as defined below). Subject to (i) receipt by the Company or its designees of the membership unit certificates and related membership unit transfer powers (or affidavits of lost certificates and indemnity agreements) and (ii) the satisfaction of each of the conditions precedent set forth in this Agreement, and except for the Company Excepted Matters (as defined below) (which Company Excepted Matters are not subject to the release contained in this Section 8), the Company, on behalf of itself and each its heirs, executors, administrators, assigns and successors in interest, does hereby fully release Franchisee and its parent, any subsidiary corporation, or affiliate, and all of its affiliates, their respective officers, directors, employees, equity holdersagents, participantsshareholders, investorsassigns and successors in interest, partners in their corporate, individual or other capacity (limited or general), managers and agents (collectively, the each a “Company ReleasorsReleased Party”), hereby acknowledges, stipulates, covenants, and agrees that neither it nor any other Company Releasor has any claims or causes of action of any kind whatsoever against the Preferred Member, or any of its affiliates, or any of its or their respective designees to the board of managers of the Company, officers, directors, employees, equity holders, investors, partners (limited or general), managers or agents (collectively, the “Preferred Member Releasees”) and hereby irrevocably releases, acquits, and forever discharges each Preferred Member Releasee, and each of its, his or her respective affiliates from any and all claims, causes or rights of action, liabilities, and obligations suits or causes of any kind, type action of whatever kind or nature, in law or equity, whether known or unknown, anticipated suspected or unanticipated unsuspected, which Company now has, has had, or may have hereafter claim to have had, by reason of any matter, act, omission, cause or event relating to Franchisee’s execution of and operation under the Franchise Agreements, any and guarantees which arises after the Closing Date. Company hereby expressly releases Xxxxxxxxxxx X. Xxxxxxx and Xxxxxx X. Xxx from before and through and including the date their respective guarantees of the Closing obligation of the Franchisee under all Franchise Agreements, including without limitation the Closed Business Franchise Agreements and the Development Agreement and all restrictive covenants related thereto. Exhibit G – Form of Xxxx of Sale and Assignment Company expressly agrees and acknowledges that, in executing this General Release, Company does not rely upon and has not relied upon any representations or statements by any Released Party. Company expressly agrees and acknowledges that, prior to executing this General Release, it has made such investigation as it deems necessary and has consulted independent legal and other advisors of its own choosing in connection therewith and in connection with the rights it may be relinquishing as a result of the execution of this General Release. Company expressly assumes the risk of any mistake of fact or law which it may be under in connection with the execution of this General Release and any rights which it may be relinquishing thereby. Company expressly acknowledges that this General Release includes unknown or unsuspected claims and specifically waives the benefit of the provisions of Section 1542 of the Civil Code of the State of California (“Company ClaimsSection 1542”). The Company, on behalf of itself and each of its affiliateswhich provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, officers, directors, employees, equity holders, investors, partners (limited or general), managers and agents, represents that it is entering into this Agreement freelyWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” Company UNDERSTANDS AND ACKNOWLEDGES THE SIGNIFICANCE AND CONSEQUENCE OF THIS SPECIFIC WAIVER OF THE PROVISIONS OF Section 1542, and with the advice hereby assumes full responsibility for any damage, loss, or liability which it may incur by reason of counsel as to its legal alternatives. “Company Excepted Matters” means (i) any and all rights, privileges, entitlements and claims of any kind or description of any Company Releasor arising out of this Agreement, and (ii) Company Claims arising directly or indirectly out of fraud, willful misconduct, bad faith or unlawful acts of any of the Preferred Member Releaseessuch waiver.
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