Company Released Claims Sample Clauses

Company Released Claims. Subject to the occurrence of, and effective from and after, the Closing Date, in exchange for entering into the Transactions by the Exchanging Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company (on behalf of itself and its predecessors, successors, assigns, agents, subsidiaries, Affiliates, and representatives (and in turn on behalf of the predecessors, successors, assignees, agents, subsidiaries and representatives of any such Persons)) hereby finally and forever releases and discharges the Other Released Parties and their respective property, to the fullest extent permitted under applicable law, from any and all causes of action and any other claims, debts, obligations, duties, rights, suits, damages, actions, derivative claims, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, in law, at equity, or otherwise, sounding in tort, contract, or based on any other legal or equitable principle, including violation of any securities law (federal, state or foreign), misrepresentation (whether intended or negligent), breach of duty (including any duty of candor), or any domestic or foreign law similar to the foregoing, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstance taking place, being omitted, existing or otherwise arising prior to the occurrence of or before the Closing Date arising from, relating to, or in connection with the (x) Existing 2025 Notes and the Existing 2025 Indenture, (y) the Transactions, or (z) the negotiation, formulation, or preparation of this Agreement, the Definitive Documents or the related guarantees, security documents, agreements, amendments, instruments, or other documents, including, in each case, those that the Company and its subsidiaries or any holder of a claim against or interest in the Company, its subsidiaries or any other entity could have been legally entitled to assert derivatively or on behalf of any other entity, and including any claim based upon or alleging a failure to comply with any such agreement or document (collectively, the “Company Released Claims”). Further, subject to the occurrence of, and effective from and after, the Closing Date, the Company (on behalf of itself and each of its subsidiaries) hereby covenants and agrees not to, directly or indirectly, bring, maintain, or encourage any cause of action or other claim or proceeding against an Other...
Sample 1
AutoNDA by SimpleDocs
Company Released Claims. From and after the date hereof, and in exchange for entering into the Supplemental Indenture Transactions by the Consenting Noteholders and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and each Guarantor (on behalf of itself and each of its predecessors, successors, assigns, agents, Subsidiaries, controlled Affiliates and representatives (and in turn on behalf of the predecessors, successors, assignees, agents, Subsidiaries and representatives of any such Persons)) hereby finally and forever releases and discharges the Other Released Parties1 and their respective
Sample 1
Company Released Claims. Further, the Company Releasors agree not to encourage any other person or suggest any other person that he, she or it institute any legal action against Executive with respect to the Company Released Claims. The Company Releasors hereby agree to waive the right to any relief (monetary or otherwise) in any action, suit or proceeding the Company Releasors may bring in violation of this Release Agreement. Notwithstanding anything to the contrary contained in clause C above or this clause D or anywhere else in this Agreement, the Company Releasors do not release the Executive from any and all claims related to fraudulent or criminal activity, which adversely affect the Company.
Sample 1
Company Released Claims. In consideration of the benefits provided to the Company under this Release, the Company, on behalf of itself and all of its predecessors, successors, transferees, assignors, and assigns, and anyone claiming by, through, or on behalf of them, hereby fully and completely releases, acquits and forever discharges Executive, her heirs, executors and assigns, of and from any and all claims, demands, damages, causes of action, debts, liabilities, controversies, judgments, and suits of every kind and nature whatsoever which the Company has had, now has, or may have against Executive based on information which is known by the Company’s General Counsel as of the day before the Effective Date (the “Company Released Claims”).
Sample 1
Company Released Claims. The Company, PubCo and Merger Sub, for themselves, and on behalf of each of their respective Affiliates, equity holders, partners, joint venturers, lenders, administrators, Representatives, shareholders, parents, Subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby absolutely, forever and fully release and discharge SPAC, Sponsor and their Affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, shareholders, joint venturers, administrators, representatives, Affiliates, attorneys, agents, brokers, insurers, parents, Subsidiaries, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the Business Combination Agreement, the other Transaction Documents and the Transactions (collectively, the “Company Released Claims”).
Sample 1
Company Released Claims. Upon the effectiveness of this Separation and Release, the Company releases you (the “Company Release”) and forever discharges you of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature, in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise, and whether now known, unknown, suspected or unsuspected, which the Company now has, owns or holds, or has at any time prior to the date of this Separation and Release had, owned or held, against you arising out of or in connection with your service as an employee, officer and/or director of the Company, its subsidiaries and predecessors, excepting only:
Sample 1

Related to Company Released Claims

  • Released Claims In consideration of these additional benefits, you, on behalf of your heirs, spouse and assigns, hereby completely release and forever discharge Ikanos, its past and present affiliates, agents, officers, directors, shareholders, employees, attorneys, insurers, successors and assigns (collectively referred to as the “Company”) from any and all claims, of any and every kind, nature and character, known or unknown, foreseen or unforeseen, based on any act or omission occurring prior to the date of you signing this Release Agreement, including but not limited to any claims arising out of your offer of employment, your employment or termination of your employment with the Company or your right to purchase, or actual purchase of shares of stock of the Company (including, but not limited to, all rights related to or associated with stock options and restricted stock units), 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 matters released include, but are not limited to, any claims under federal, state or local laws, including claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by, including but not limited to, the Older Workers’ Benefit Protection Act (“OWBPA”) and any common law tort contract or statutory claims, and any claims for attorneys’ fees and costs. You understand and agree that this Release Agreement extinguishes all claims, whether known or unknown, foreseen or unforeseen, except for those claims expressly described below. You expressly waive any rights or benefits under Section 1542 of the California Civil Code, or any equivalent statute. California Civil Code Section 1542 provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” You fully understand that, if any fact with respect to any matter covered by this Release Agreement is found hereafter to be other than or different from the facts now believed by you to be true, you expressly accept and assume that this Release Agreement shall be and remain effective, notwithstanding such difference in the facts.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!