Shareholder Release. Each Shareholder, on its own behalf and on behalf of each of its Affiliates (other than the Company or any of the Company’s Subsidiaries) and each of its and their successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the First Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Company, SPAC, their respective Subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (x) any and all obligations or duties the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Effective Time to such Shareholder Releasor or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the First Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First Effective Time (except in the event of fraud on the part of a Shareholder Releasee); provided, however, that nothing contained in this Section 5.1(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Merger Agreement, the other Transaction Documents or the Company’s Organizational Documents, (ii) for indemnification or contribution, in any Shareholder Releasor’s capacity as an officer or director of the Company, (iii) arising under any then-existing insurance policy of the Company, or (iv) for any claim for fraud.
Shareholder Release. 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 Companies and their respective subsidiaries, affiliates and associates, and all of their respective successors, assigns, agents, attorneys, legal representatives, officers, directors and shareholders (collectively, the "Company Releasees"), and each of them, from all manner of actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, claims and demands (collectively, "Claims") whatsoever which as against the said Company Releasees (or any of them) Shareholder Releasors, or any of them, ever had, now has or shall or may have for or by reason of any cause, matter or thing whatsoever existing up to the present time, including, without limiting the generality of the foregoing, all Claims arising out of or in any 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) obligations to Shareholder Releasors, or any of them, under the Merger Agreement and the Acquiror Closing Document, (b) obligations to Shareholder Releasors, or any of them, for any salary, wages or other compensation or 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...
Shareholder Release. Seller shall have executed and delivered to Buyer immediately prior to the Closing Date an instrument dated the Closing Date releasing the Company from any and all claims of the Seller against the Company and obligations of the Company to the Seller, except for items specifically identified thereon as being claims of or obligations to the Seller and continuing obligations to Seller relating to his employment by the Company.
Shareholder Release. The Shareholder, effective at the Closing, hereby releases and discharges Seller from and against any and all claims, demands and liabilities which the Shareholder may have against Seller immediately prior to the Closing, and the Shareholder specifically agrees to indemnify, defend and hold Seller and Bridgeline harmless against any and all obligations, debts, bills, liabilities, causes of action and claims of every nature of the Shareholder against Seller which accrue or have arisen prior to the Closing.
Shareholder Release. Shareholder shall execute and deliver to Purchaser a general release releasing any and all claims for compensation or otherwise as directors, officers, employees and shareholders in the form attached hereto as Exhibit "C".
Shareholder Release. In consideration of certain benefits that each of the Sellers will realize, directly or indirectly, as a result of this Agreement and the transactions contemplated thereby, following Closing the Sellers each do hereby release and forever discharge EOIR from all debts (except those arising under the Buyer Notes), demands, actions, causes of action, suits, dues, royalties, sums of money, accounts, reckonings, bonds, specialties, covenants, contracts, and liabilities and any and all other claims of every kind, nature and description whatsoever, at law, in equity or otherwise, which each of the Sellers or their successors or legal representatives now has or ever had from the beginning of the world to Closing. Each Seller also waives any right of contribution or other recourse against the EOIR with respect to representations, warranties or covenants made by EOIR pursuant to this Agreement.
Shareholder Release. Each Company Shareholder, on its own behalf and on behalf of each of its Affiliates (other than the Company or any of its Subsidiaries) and each of its and their successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the Second Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge PubCo, the Company, SPAC and their respective Subsidiaries and its and their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (i) any and all obligations or duties PubCo, the Company, SPAC or any of their respective Subsidiaries has prior to or as of the Second Merger Effective Time to such Shareholder Releasor or (ii) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the Second Merger Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Second Merger Effective Time (except in the event of fraud on the part of a Shareholder Releasee); provided, however, that nothing contained in this Section 3.1(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Deed or any other Transaction Documents or (ii) for any claim for fraud.
Shareholder Release. 16 7.2 Survival; Remedies ............................................ 16 7.3
Shareholder Release. (a) Each Shareholder hereby discharges and releases each Purchaser and each of its officers, directors, employees, agents, attorneys, parents, subsidiaries and affiliates, and their respective partners, former partners, members and former members (collectively, the "Releasees") from all rights, claims, obligations, debts liabilities and relationships of whatever kind or nature, known or unknown, past, present, or future, whether contractual or fiduciary, arising out of such Shareholders' investment in, and ownership and sale to the Purchasers of the Exchange Series D Shares sold by it hereunder.
Shareholder Release. By signing this Agreement each Shareholder hereby releases, remises, and forever discharges Targets and their Representatives, Affiliates, and insurers, and their respective successors and assigns, and each of them of and from any and all claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation of law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the Effective Time (the "Released Claims"). Each Shareholder represents and warrants that no Released Claim released herein has been assigned, expressly implied, or by operation of Law, and that all Released Claims of such Shareholder released herein are owned by such Shareholder, who has the sole authority to release them. Each Shareholder agrees that such holder shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative, or otherwise, or otherwise attempting to collect or enforce any Released Claims which are released and discharged herein.
