Release by the Seller. In consideration of the covenants and conditions herein set forth and other good and valuable consideration, including timely compliance by Buyer of its payment obligations under the Stock Purchase Agreement, and full and final relinquishment of any possession, ownership right, title, or interest in in any and all stock in RMC, and in full settlement of any and all claims or demands of every kind and nature the Seller ever had, have or may have against Buyer, for any and all claims, demands, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, stock, costs, expenses, accounts, damages, judgments, losses and liabilities of whatever known or unknown, whether or not concealed or hidden, which the Seller had, may have had, now or can, shall or may have including, but not limited to, those relating to the issues raised in the Litigation, for and on behalf of themselves and their present and former affiliates and subsidiary corporations and divisions, if any, and their respective attorneys, directors, stockholders, members, officers, employees and agents and their respective heirs, executors, administrators, predecessors, guarantors, successors and assigns, effective on the day of execution of this Agreement, do hereby fully and forever remise, release and discharge Buyer and their present and former affiliated and subsidiary corporations and divisions, and their respective attorneys, directors, owners, managers, stockholders, officers, employees and agents, and their respective heirs, executors, administrators, predecessors, successors and assigns, except as to the terms of this Settlement Agreement, the Stock Purchase Agreement and Escrow Agreement, which three documents are expected to be executed contemporaneously, as well as all other documents or terms ancillary thereto (“Settlement Documents”). Notwithstanding the foregoing, the terms of this Release shall be null and void in the event the purchase of Seller’s shares from Buyer is not consummated pursuant to the expressed terms of the Stock Purchase Agreement.
Release by the Seller. (a) Effective as of the Closing, the Seller, on behalf of itself and its Affiliates, heirs, successors and assigns (collectively, the “Seller Related Persons”), hereby absolutely, unconditionally and irrevocably releases and discharges, fully, finally and forever, the Company, [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Buyer, and Xxxxx’s respective Affiliates, agents, representatives, directors, officers and employees (together, the “Buyer Released Parties”) from any and all claims, demands, rights, causes of action, proceedings, orders, remedies, obligations, damages and liabilities of whatsoever kind or character arising as a result of any event or condition, or action or inaction of the Buyer Released Parties, from the beginning of time until the Closing, whether known or unknown, absolute or contingent, both at Law and in equity, which such Seller Related Person ever had, now has, or ever may have, against any Buyer Released Party, including in any Seller Related Person’s capacity as a direct or indirect equity holder of the Company prior to the Closing and pursuant to any Contract between any Seller Related Person and a Buyer Released Party (as to each Seller Related Person, such Seller Related Person’s “Seller Related Person Claims”); provided, however, that Seller Related Person Claims shall not include any claims pursuant to this Agreement, the Reclamation Agreement or other written agreements between Buyer and Seller or Company entered into prior to the date hereof, any Ancillary Agreement or arising out of any agreement or operations related to the Five Forks Mine. Subject to Section 9.1(b)(iii), upon the Closing Date, the Reclamation Agreement shall terminate and be of no further force or effect and the Buyer and Seller shall not have any further liabilities or obligations thereunder, other than the Seller’s obligation to pay for amounts incurred but not then invoiced by the Buyer thereunder and each Party’s right to bring claims thereunder. As of the date hereof, neither the Seller nor the Buyer is aware of the basis for any claim it may have against the other under the Reclamation Agreement.
Release by the Seller. The Seller, as of the Closing Date, hereby releases and discharges each Target and its employees, owners, assets, members, managers, officers and directors from, and agrees and covenants that in no event will the Seller commence any litigation or other legal or administrative proceeding against such Target or any of its employees, owners, assets, members, managers, officers or directors, either in law or equity, relating to any and all claims and demands, known and unknown, suspected and unsuspected, disclosed and undisclosed, for damages, actual, consequential, or otherwise, past, present and future, arising out of or in any way connected with their ownership of the Target Membership Interests or any employment or consulting relationship (other than for disclosed wages or employee benefits accrued but not yet paid, or under debts for borrowed money as listed on Schedule 8.6 hereto) prior to or at the Closing Date. Except for this Agreement and the agreements entered into hereunder, as of the Closing without further action, all member, voting, preemptive, buy-sell, first refusal or similar rights, employment or consulting rights, by agreement or statute, of the Seller, shall terminate as to securities of each Target and as to each Target.
Release by the Seller. Effective upon the Closing, the Seller, for itself and its Affiliates and their respective successors and assigns, hereby fully and unconditionally releases and forever discharges and holds harmless the Company and its directors, officers, employees, agents, Affiliates, successors and assigns from any and all claims, demands, losses, costs, expenses (including reasonable attorneys’ fees and expenses), liabilities or damages of every kind and nature whatsoever, whether now existing, known or unknown, which arises relating to events that occurred from the beginning of time through the Closing relating exclusively to the Company or the Business, that the Seller or any of its Affiliates may now have or may hereafter claim to have against the Company or any of such directors, officers, employees, agents, Affiliates, successors or assigns, other than those demands, losses, costs, expenses (including reasonable attorneys’ fees and expenses), liabilities or damages arising from or relating to this Agreement, any of the instruments or documents executed and delivered in connection herewith or any of the transactions contemplated hereby or thereby .
Release by the Seller. Effective as of the Closing, the Seller, on behalf of itself and its Subsidiaries, Affiliates and its and their respective officers, directors, employees, shareholders, successors and assigns (collectively, the “Seller Releasors”), for good and valuable consideration, the adequacy and receipt whereof are hereby acknowledged, does hereby, irrevocably and unconditionally, release, remise, acquit and forever discharge Axxxxx, the Purchasers and the Companies and their respective Subsidiaries (collectively, the “Purchaser Releasees”) of and from any and all claims, charges, complaints, demands, debts, actions, causes of action, damages and liabilities, if any, both in law and equity, in tort or in contract, of any jurisdiction, foreign or domestic, known or unknown, which such Seller Releasor now has, or has ever had against the Purchaser Releasees, arising from or in connection with the Original Sale or otherwise arising on or prior to the Closing; except in each case for the rights of the Seller Releasors under this Agreement, including without limitation those matters covered by the indemnities set forth in Article VII hereof, all of which are specifically excluded from this Release. The terms of this Release are contractual and not a mere recital. The Seller Releasors acknowledge that they understand the contents of this Release and the effect thereof, that they have had the advice of legal counsel in connection herewith, that they have not been induced by any representations not contained in this Agreement to enter into this Release, and that this Release will remain in effect notwithstanding the discovery or existence of any additional fact or any facts different from those which the Seller Releasers now know or believe to be true.
Release by the Seller. The Seller, on its own behalf, and on behalf of its heirs, family members, executors, and assigns, hereby fully and forever waives and releases the Purchaser and the Company and its officers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, from, and agrees not to xxx concerning, any claim, duty, obligation, liability or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Seller may possess arising from any omissions, acts or facts that have occurred up until and including the date of this Agreement, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law. The Seller represents and warrants that it has the capacity to act on its own behalf and on behalf of all who might claim through it to bind them to the terms and conditions of this Agreement. The Seller represents and warrants that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.
Release by the Seller. In consideration for the Aggregate Merger Consideration and other good and valuable consideration, effective upon the Closing, the Seller, for itself and its successors and assigns, hereby fully and unconditionally releases and forever discharges the Company from any and all claims, demands, losses, costs, expenses (including reasonable attorneys’ fees and expenses), obligations, Liabilities and/or damages of every kind and nature whatsoever, whether now existing, known or unknown, relating in any way, directly or indirectly, to the Company, this Agreement or the transactions contemplated hereby, that the Seller may now have or may hereafter claim to have against the Company or any of its directors, officers, employees, agents, Affiliates, successors or assigns; provided, that the foregoing release will not affect any obligations of the Buyer or the Surviving Corporation to the Seller under this Agreement.
Release by the Seller. The Seller, for itself, its legal representatives, successors, and assigns hereby fully, finally, and forever releases and discharges the Purchaser and its shareholders, officers, directors, affiliates, agents, and employees and their respective heirs, legal representatives, executors, administrators, successors, and assigns of and from any and all claims, actions, and causes of action and damages of every kind, whether known or unknown, whether contingent or matured, relating in any manner to the ownership by the Seller of the Preferred Stock and the sale of the Preferred Stock.
Release by the Seller. The Parent and the Seller hereby unequivocally release and discharge the Shareholders and the Original Owner, any and all of its Affiliates, officers, directors, employees, agents, trustees, advisors, administrators, successors and assigns, from and against any and all actions, causes of action, choses in action, cases, suits, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, injuries, xxxxx, damages, judgments, remedies, executions, claims, demands, liens, obligations and other liabilities whatsoever, in law or equity or otherwise, whether currently known or unknown, which the Seller and its Affiliates, agents, trustees, advisors, administrators, successors and assigns, ever had or now have, either for themselves or as an assignee or otherwise, for, upon or by reason of any matter, cause or thing whatsoever arising from the beginning of time to the date of this Agreement for any matter or thing whatsoever, including, any matter related to, or arising in connection with the Asset Purchase Agreement or any other agreements entered into in connection with the Asset Purchase Agreement, except for any claims, liabilities and damages arising out of or relating to any breach of this Agreement.
Release by the Seller. In consideration of the matters referenced in this Agreement, the Seller on behalf of itself and its Related Parties, hereby forever release, discharge, cancel, waive, and acquit the Company and its Related Parties of and from any and all Claims, which the Seller has, had or may hereafter have against the Company or any of its Related Parties arising out of, or by reason of, any cause or matter, existing as of the date of this Agreement, whether known to the Seller at the time of execution of this agreement or not, provided, however, that this release shall not apply to any breaches by the Company or its Related Parties of this Agreement.
