Common use of Certain Claims Clause in Contracts

Certain Claims. As additional consideration for the issuance of Parent Common Stock and Merger Warrants pursuant to this Agreement, each of the Signing Stockholders hereby releases and forever discharges, effective as of the Closing Date, the Company and its directors, officers, employees and agents, from any and all rights, claims, demands, judgments, obligations, liabilities and damages, whether accrued or unaccrued, asserted or unasserted, and whether known or unknown arising out of or resulting from such Signing Stockholder’s (i) status as a holder of an equity interest in the Company; and (ii) employment, service, consulting or other similar agreement entered into with the Company prior to Closing to the extent that the basis for claims under any such agreement that survives the Closing arise prior to the Closing, provided, however, the foregoing shall not release any obligations of Parent set forth in this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Juniper Partners Acquisition Corp.)

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Certain Claims. As additional consideration for the issuance of Parent Common Stock and the Merger Warrants Consideration pursuant to this Agreement, by their approval of this Agreement and the Merger each of the Signing Stockholders hereby Company stockholders releases and forever discharges, effective as of the Closing Date, the Company and its directors, officers, employees and agents, from any and all rights, claims, demands, judgments, obligations, liabilities and damages, whether accrued or unaccrued, asserted or unasserted, direct or indirect, and whether known or unknown arising out of or resulting from such Signing Stockholderstockholder’s (i) status as a holder of an equity interest in the Company; Company and (ii) employment, service, consulting or other similar agreement entered into with the Company prior to Closing Closing, to the extent that the basis bases for claims under any such agreement that survives survive the Closing arise prior to the Closing, ; provided, however, the foregoing shall not release any obligations of Parent set forth in this Agreement or the Escrow Agreement.

Appears in 1 contract

Samples: Merger Agreement (Echo Healthcare Acquisition Corp.)

Certain Claims. As additional consideration for the issuance of Parent Common Stock and the Total Merger Warrants Consideration pursuant to this Agreement, each of the Signing Stockholders except as set forth in Schedule 6.9 hereto, Xxxxxxx hereby releases and forever discharges, effective as of the Closing Date, the Company and its directors, officers, employees and agents, from any and all rights, claims, demands, judgments, obligations, liabilities and damages, whether accrued or unaccrued, asserted or unasserted, and whether known or unknown arising out of or resulting from such Signing Stockholder’s Xxxxxxx’x (i) status as a holder of an equity interest in the Company; and (ii) employment, service, consulting or other similar agreement entered into with the Company prior to Closing Closing, to the extent that the basis bases for claims under any such agreement that survives the Closing arise prior to the Closing, provided, however, the foregoing shall not release any obligations of the Parent set forth in this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Restaurant Acquisition Partners, Inc.)

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Certain Claims. As additional consideration for the issuance of Parent Common Stock and the Merger Warrants Consideration pursuant to this Agreement, by their approval of this Agreement and the Merger each of the Signing Stockholders hereby Company stockholders releases and forever discharges, effective as of the Closing Date, the Company and its directors, officers, employees and agents, from any and all rights, claims, demands, judgments, obligations, liabilities and damages, whether accrued or unaccrued, asserted or unasserted, direct or indirect, and whether known or unknown arising out of or resulting from such Signing Stockholder’s stockholder's (i) status as a holder of an equity interest in the Company; Company and (ii) employment, service, consulting or other similar agreement entered into with the Company prior to Closing Closing, to the extent that the basis bases for claims under any such agreement that survives survive the Closing arise prior to the Closing, ; provided, however, the foregoing shall not release any obligations of Parent set forth in this Agreement or the Escrow Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.)

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