Common use of Closing Date Releases Clause in Contracts

Closing Date Releases. 1.29.1 Effective on the Closing Date, the W Marketing Shareholders for themselves and their successors and assigns, hereby release, acquit and forever discharge W Marketing and its respective Affiliates, officers, directors, employees and agents and its respective successors and assigns of and from any and all Claims, demands, liabilities, responsibilities, disputes, causes of action and obligations of every nature whatsoever, liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, that the W Marketing Shareholders have, own or hold as of the Closing Date, or have at any time previously had, owned or held against such parties, including, without limitation, all Liabilities created as a result of the, gross negligence and willful acts of W Marketing or the negligence of any of W Marketing or its employees and agents, or under a theory of strict liability, existing as of the Closing Date; provided, however, that such release shall not cover (a) any Claims against W Marketing or any of its Affiliates (other than W Marketing) unrelated in any way to W Marketing; (b) any Claims arising under any agreement between such W Marketing Shareholder and W Marketing, previously disclosed to the Company, to be continued after the Closing Date; or (c) any Claims arising under this Agreement. Notwithstanding the foregoing, the releases and other agreements set forth in this Section 1.29 shall not apply to or otherwise limit, restrict or affect the indemnification, exculpation and other obligations set forth in ARTICLE VII or in any other document or agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Probility Media Corp)

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Closing Date Releases. 1.29.1 Effective on the Closing Date, the W Marketing Xxxxx Shareholders for themselves and their successors and assigns, hereby release, acquit and forever discharge W Marketing Xxxxx and its respective Affiliates, officers, directors, employees and agents and its respective successors and assigns of and from any and all Claims, demands, liabilities, responsibilities, disputes, causes of action and obligations of every nature whatsoever, liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, that the W Marketing Xxxxx Shareholders have, own or hold as of the Closing Date, or have at any time previously had, owned or held against such parties, including, without limitation, all Liabilities created as a result of the, gross negligence and willful acts of W Marketing Xxxxx or the negligence of any of W Marketing Xxxxx or its employees and agents, or under a theory of strict liability, existing as of the Closing Date; provided, however, that such release shall not cover (a) any Claims against W Marketing the Xxxxx or any of its Affiliates (other than W MarketingXxxxx) unrelated in any way to W MarketingXxxxx; (b) any Claims arising under any agreement between such W Marketing Xxxxx Shareholder and W MarketingXxxxx, previously disclosed to the Company, to be continued after the Closing Date; or (c) any Claims arising under this Agreement. Notwithstanding the foregoing, the releases and other agreements set forth in this Section 1.29 shall not apply to or otherwise limit, restrict or affect the indemnification, exculpation and other obligations set forth in ARTICLE VII or in any other document or agreement.. Share Exchange Agreement Xxxxx, Xxxxx Shareholders and Panther

Appears in 1 contract

Samples: Exchange Agreement (Panther Biotechnology, Inc.)

Closing Date Releases. 1.29.1 Effective on the Closing Date, the W Marketing Shareholders Premier Members for themselves and their successors and assigns, hereby release, acquit and forever discharge W Marketing Premier and its respective Affiliates, officers, directors, employees and agents and its respective successors and assigns of and from any and all Claims, demands, liabilities, responsibilities, disputes, causes of action and obligations of every nature whatsoever, liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, that the W Marketing Shareholders Premier Members have, own or hold as of the Closing Date, or have at any time previously had, owned or held against such parties, including, without limitation, all Liabilities created as a result of the, gross negligence and willful acts of W Marketing Premier or the negligence of Premier or any of W Marketing or its Premier’s employees and agents, or under a theory of strict liability, existing as of the Closing Date; provided, however, that such release shall not cover (a) any Claims against W Marketing Premier or any of its Affiliates (other than W MarketingPremier) unrelated in any way to W MarketingPremier; (b) any Claims arising under any agreement between such W Marketing Shareholder Premier Member and W MarketingPremier, previously disclosed to the Company, to be continued after the Closing Date; or (c) any Claims arising under this Agreement. Notwithstanding the foregoing, the releases and other agreements set forth in this Section 1.29 shall not apply to or otherwise limit, restrict or affect the indemnification, exculpation and other obligations set forth in ARTICLE VII or in any other document or agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Panther Biotechnology, Inc.)

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Closing Date Releases. 1.29.1 Effective on the Closing Date, the W Marketing Shareholders OEP Members for themselves and their successors and assigns, hereby release, acquit and forever discharge W Marketing OEP and its respective Affiliates, officers, directors, employees and agents and its respective successors and assigns of and from any and all Claims, demands, liabilities, responsibilities, disputes, causes of action and obligations of every nature whatsoever, liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, that the W Marketing Shareholders OEP Members have, own or hold as of the Closing Date, or have at any time previously had, owned or held against such parties, including, without limitation, all Liabilities created as a result of the, gross negligence and willful acts of W Marketing OEP or the negligence of any of W Marketing OEP or its employees and agents, or under a theory of strict liability, existing as of the Closing Date; provided, however, that such release shall not cover (a) any Claims against W Marketing OEP or any of its Affiliates (other than W MarketingOEP) unrelated in any way to W MarketingOEP; (b) any Claims arising under any agreement between such W Marketing Shareholder OEP Member and W MarketingOEP, previously disclosed to the Company, to be continued after the Closing Date; or (c) any Claims arising under this Agreement. Notwithstanding the foregoing, the releases and other agreements set forth in this Section 1.29 shall not apply to or otherwise limit, restrict or affect the indemnification, exculpation and other obligations set forth in ARTICLE VII or in any other document or agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Panther Biotechnology, Inc.)

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