Common use of Closing Date Releases Clause in Contracts

Closing Date Releases. 1.29.1 Effective on the Closing Date, the Premier Members for themselves and their successors and assigns, hereby release, acquit and forever discharge 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 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 Premier or the negligence of Premier or any of 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 Premier or any of its Affiliates (other than Premier) unrelated in any way to Premier; (b) any Claims arising under any agreement between such Premier Member and Premier, 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. 1.29.2 As of the date of this Agreement, each of the Premier Members hereby represent and warrant that such Premier Member has not previously assigned or transferred, or purported to assign or transfer, to any Person or entity whatsoever all or any part of the Claims, demands, liabilities, responsibilities, disputes, causes of action or obligations released in Section 1.29. 1. Each of the Premier Members represent and warrant that such Premier Member has read and understands all of the provisions of this Section 1.29.1 and that the Member has been represented by legal counsel of the Member’s own choosing in connection with the negotiation, execution and delivery of this Agreement. 1.29.3 The release provided by the Premier Members pursuant to Section 1.29.1 shall apply notwithstanding that the matter for which release is provided may relate to the ordinary, sole or contributory negligence, gross negligence, willful misconduct or violation of Law by a released party, including Premier and its Affiliates, officers, directors, employees and agents, and for liabilities based on theories of strict liability, and shall be applicable whether or not negligence of the released party is alleged or proven, it being the intention of the Parties to release the released party from and against its ordinary, sole and contributory negligence and gross negligence as well as liabilities based on the willful actions or omissions of the released party and Liabilities based on theories of strict liability.

Closing Date Releases. 1.29.1 (a) Effective on the Closing Date, the Premier Members Parent for themselves itself and their its successors and assigns, hereby releasereleases, acquit acquits and forever discharge Premier discharges NextTrip and its respective Affiliates, officers, directors, employees and agents and its their respective successors and assigns of and from any and all Claimsclaims, 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 Premier Members haveParent has, own owns or hold holds 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 Premier NextTrip or the negligence of Premier NextTrip or any of Premier’s 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 Premier or any of its Affiliates (other than Premier) unrelated in any way to Premier; (b) any Claims arising under any agreement between such Premier Member and Premier, previously disclosed to the Company, to be continued after the Closing Date; or (c) any Claims 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. 1.29.2 (b) As of the date of this Agreement, each of the Premier Members Parent hereby represent represents and warrant warrants that such Premier Member the Parent has not previously assigned or transferred, or purported to assign or transfer, to any Person or entity whatsoever all or any part of the Claimsclaims, demands, liabilities, responsibilities, disputes, causes of action or obligations released in Section 1.29. 13.10(a). Each of The Parent represents and warrants that the Premier Members represent and warrant that such Premier Member Parent has read and understands all of the provisions of this Section 1.29.1 3.10 and that the Member Parent has been represented by legal counsel of the MemberParent’s own choosing in connection with the negotiation, execution and delivery of this Agreement. 1.29.3 (c) The release provided by the Premier Members Parent pursuant to Section 1.29.1 3.10(a) shall apply notwithstanding that the matter for which release is provided may relate to the ordinary, sole or contributory negligence, gross negligence, willful misconduct or violation of Law law by a released party, including Premier NextTrip and its Affiliates, officers, directors, employees and agents, and for liabilities based on theories of strict liability, and shall be applicable whether or not negligence of the released party is alleged or proven, it being the intention of the Parties to release the released party from and against its ordinary, sole and contributory negligence and gross negligence as well as liabilities based on the willful actions or omissions of the released party and Liabilities based on theories of strict liability.

Closing Date Releases. 1.29.1 Effective on the Closing Date, the Premier Designer Apparel Members for themselves and their successors and assigns, hereby release, acquit and forever discharge Premier Designer Apparel 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 Premier Designer Apparel 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 liabilities created as a result of the, the gross negligence and willful acts of Premier Designer Apparel or the negligence of Premier or any of Premier’s Designer Apparel 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 Premier Designer Apparel or any of its Affiliates (other than PremierDesigner Apparel) unrelated in any way to PremierDesigner Apparel; (b) any Claims arising under any agreement between such Premier Designer Apparel Member and PremierDesigner Apparel, 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 VIII or in any other document or agreement. 1.29.2 As of the date of this Agreement, each of the Premier Designer Apparel Members hereby represent and warrant that such Premier Designer Apparel Member has not previously assigned or transferred, or purported to assign or transfer, to any Person or entity whatsoever all or any part of the Claims, demands, liabilities, responsibilities, disputes, causes of action or obligations released in Section 1.29. 11.29.1. Each of the Premier Designer Apparel Members represent represents and warrant warrants that such Premier Designer Apparel Member has read and understands all of the provisions of this Section 1.29.1 and that the Member has been represented by legal counsel of the Member’s own choosing in connection with the negotiation, execution and delivery of this Agreement. 1.29.3 The release provided by the Premier Designer Apparel Members pursuant to Section 1.29.1 shall apply notwithstanding that the matter for which release is provided may relate to the ordinary, sole or contributory negligence, gross negligence, willful misconduct or violation of Law by a released party, including Premier Designer Apparel and its Affiliates, officers, directors, employees and agents, and for liabilities based on theories of strict liability, and shall be applicable whether or not negligence of the released party is alleged or proven, it being the intention of the Parties to release the released party from and against its ordinary, sole and contributory negligence and gross negligence as well as liabilities based on the willful actions or omissions of the released party and Liabilities liabilities based on theories of strict liability.. Share Exchange Agreement Designer Apparel, Designer Apparel Members and Code Green

Closing Date Releases. 1.29.1 1.32.1 Effective on the Closing Date, the Premier Members each Classics Shareholder for themselves itself and their its successors and assigns, hereby releasereleases, acquit acquits and forever discharge Premier discharges Classics and its Subsidiaries and their 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 Premier Members haveClassics Shareholder has, own owns or hold holds as of the Closing Date, or have has 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 Premier Classics or its Subsidiaries or the negligence of Premier or any of Premier’s Classics or its Subsidiaries or their 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 Premier Classics or its Subsidiaries or any of its their Affiliates (other than PremierClassics and its Subsidiaries) unrelated in any way to PremierClassics or its Subsidiaries; (b) any Claims arising under any agreement between such Premier Member Classics Shareholder and PremierClassics or its Subsidiaries, 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 1.32 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. 1.29.2 1.32.2 As of the date of this Agreement, each of the Premier Members Classics Shareholder hereby represent represents and warrant warrants that such Premier Member Classics Shareholder has not previously assigned or transferred, or purported to assign or transfer, to any Person or entity whatsoever all or any part of the Claims, demands, liabilities, responsibilities, disputes, causes of action or obligations released in Section 1.291.32. 1. Each of Classics Shareholder represents and warrants that the Premier Members represent and warrant that such Premier Member Classics Shareholder has read and understands all of the provisions of this Section 1.29.1 1.32.1 and that the Member Classics Shareholder has been represented by legal counsel of the MemberClassics Shareholder’s own choosing in connection with the negotiation, execution and delivery of this Agreement.. Share Exchange Agreement Classics, Classics Shareholder and Golden Matrix Group 1.29.3 1.32.3 The release provided by the Premier Members Classics Shareholders pursuant to Section 1.29.1 1.32.1 shall apply notwithstanding that the matter for which release is provided may relate to the ordinary, sole or contributory negligence, gross negligence, willful misconduct or violation of Law by a released party, including Premier Classics and its Affiliates, officers, directors, employees and agents, and for liabilities based on theories of strict liability, and shall be applicable whether or not negligence of the released party is alleged or proven, it being the intention of the Parties to release the released party from and against its ordinary, sole and contributory negligence and gross negligence as well as liabilities based on the willful actions or omissions of the released party and Liabilities based on theories of strict liability.

Closing Date Releases. 1.29.1 Effective on the Closing Date, the Premier Members Xxxxx Shareholders for themselves and their successors and assigns, hereby release, acquit and forever discharge Premier 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 Premier Members 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 Premier Xxxxx or the negligence of Premier or any of Premier’s 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 Premier the Xxxxx or any of its Affiliates (other than PremierXxxxx) unrelated in any way to PremierXxxxx; (b) any Claims arising under any agreement between such Premier Member Xxxxx Shareholder and PremierXxxxx, 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 1.29.2 As of the date of this Agreement, each of the Premier Members Xxxxx Shareholders hereby represent and warrant that such Premier Member Xxxxx Shareholder has not previously assigned or transferred, or purported to assign or transfer, to any Person or entity whatsoever all or any part of the Claims, demands, liabilities, responsibilities, disputes, causes of action or obligations released in Section 1.29. 1. Each of the Premier Members Xxxxx Shareholders represent and warrant that such Premier Member Xxxxx Shareholder has read and understands all of the provisions of this Section 1.29.1 and that the Member Shareholder has been represented by legal counsel of the MemberShareholder’s own choosing in connection with the negotiation, execution and delivery of this Agreement. 1.29.3 The release provided by the Premier Members Xxxxx Shareholders pursuant to Section 1.29.1 shall apply notwithstanding that the matter for which release is provided may relate to the ordinary, sole or contributory negligence, gross negligence, willful misconduct or violation of Law by a released party, including Premier Xxxxx and its Affiliates, officers, directors, employees and agents, and for liabilities based on theories of strict liability, and shall be applicable whether or not negligence of the released party is alleged or proven, it being the intention of the Parties to release the released party from and against its ordinary, sole and contributory negligence and gross negligence as well as liabilities based on the willful actions or omissions of the released party and Liabilities based on theories of strict liability.