Company Releases. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including without limitation mutual promises set forth in this Agreement, IA Global, for itself and themselves, its and their parents, affiliates, subsidiaries, divisions, groups and past and present officers, directors, employees, agents, representatives, attorneys, accountants, auditors, consultants, administrators, beneficiaries, predecessors, successors and assigns (collectively, “IA Global Release Parties”) and any person or entity claiming by or through any of the foregoing hereby RELEASE AND DISCHARGE ISD and Powerdial, and each of their officers, directors, administrators, representatives, attorneys, accountants, auditors, consultants, successors and assigns in any capacity whatsoever (collectively, “ISD Release Parties”) of and from all actions, causes of action, suits, debts, dues, sums of money, claims for breaches of contract, claims for breaches of fiduciary duties or conflicts of interest, claims of entitlement to securities, claims for violations of securities laws or regulations, compensation, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages (compensatory, consequential, liquidated, special, punitive or otherwise), judgments, extents, executions, claims, and demands (including attorneys’ fees and costs) of any nature whatsoever, in law, admiralty or equity that are known as of the date hereof, against the ISD Release Parties that the IA Global Release Parties ever had, now have or hereafter can, shall or may have, whether known or unknown, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the Effective Date of this Agreement as related to the Share Exchange or the Shares, or as related to the Administration of ISD, provided, however, that nothing herein shall release or otherwise affect the ISD Release Parties’ obligations under this Agreement or under the Powerdial Loan which remains outstanding and owed by Powerdial. IA Global acknowledges and agrees that all amount due under the Powerdial Loan shall rank as an unsecured liability in the administration of Powerdial or any subsequent liquidation and ISD shall have no liability in relation to the Powerdial Loan.
Company Releases. (a) Effective upon the Closing, the Company, on behalf of itself, its Affiliates, partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns and the executors, partners, members, Affiliates, heirs, administrators, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns of any of the foregoing (collectively, the “Company Releasing Parties”), (i) agrees that Seller and its Affiliates and each of their respective officers, directors, employees, controlling persons, partners, members, managers, owners, agents, representatives, successors and assigns (collectively, the “Seller Released Parties”) shall not have any liability, obligation or responsibility to any of the Company Releasing Parties of any kind or nature whatsoever based upon any facts, circumstances, or matters occurring at or prior to the Effective Time, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and (ii) hereby irrevocably and unconditionally releases, waives and discharges each of the Seller Released Parties from any and all obligations, responsibilities, liabilities and debts to any of the Company Releasing Parties of any kind or nature whatsoever based upon any facts, circumstances, or matters occurring at or prior to the Effective Time, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, with the exception of, in each case, with respect to the applicable Seller Released Party, any obligations or liabilities arising out of a breach of this Agreement or any of the other Related Agreements (collectively, but not including the matters described in the foregoing exception, the “Company Released Claims”).
(b) Effective upon the Closing, the Company, for itself and each of the Company Releasing Parties, irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, distributing or causing to be commenced, any action or proceeding of any kind against any Seller Released Party, based on any Company Released Claim.
(c) Effective upon the Closing, the Company represents and warrants that it has not assigned any Company Released Claims and has access to adequate information regarding the terms of this release, the scope and effect of the releases set forth herein, and all other matters encompassed by this release to make an informed and knowled...
Company Releases. Effective as of Purchasers’ receipt of the full amount of the Expenses at the account set forth in Exhibit B hereto, the Company and the General Partner, for themselves and, to the maximum extent permitted by law, on behalf of their Controlled Affiliates and their respective former, current or future respective officers, directors, agents, representatives, managing directors, partners (including limited partners), managers, principals, members, employees, predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity, security holders of any said person or entity (including holders of limited partnership interests (including Depositary Units) in the Company or other securities in the Company) and any other person claiming (now or in the future) through or on behalf of any of said entities (“Company Releasing Parties” and together with the Purchaser Releasing Parties, the “Releasing Parties”), hereby unequivocally, fully and irrevocably release and discharge each Purchaser, its Related Parties and its and their parents, subsidiaries and affiliates and their respective former, current or future officers, directors, managing directors, managers, principals, members, employees and attorneys and other advisors and agents (including financial and legal advisors and debt and equity financing sources), predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity (collectively, “Purchaser Released Persons” and together with the Company Released Persons, the “Released Persons”), from any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of action, counts, obligations, sums of money due, attorneys’ fees, suits, debts, covenants, agreements, promises, demands, damages and charges of whatever kind or nature, known or unknown, in law or in equity, asserted or that could have been asserted, under federal or state statute, or common law or the laws of any other relevant jurisdiction, arising from or out of, based upon, in connection with or otherwise relating in any way to the Confidentiality Agreement, Merger Agreement (including, for the avoidance of doubt, the Pre-Signing Matters), the Equity Commitment Letter, the Limited Guarantee, the Employment Agreements or the transactions or payments contemplated by any of the foregoing, including any claim relating to the termination of the Merger Agreement (including any claim for pay...
Company Releases. Effective on the Effective Date, the Company, for itself and its officers, directors, members, managers, predecessor entities, successors and assigns, parents, Subsidiaries, and Affiliates (the “Company Releasing Parties”), fully release and discharge each Parent Party, its Subsidiaries and Affiliates (including Gores Sponsor VIII, LLC) and each of their respective officers, directors, managers, managing directors, partners, members, predecessor entities, successors and assigns, parents, Subsidiaries, Affiliates, stockholders, employees, attorneys, accountants and other advisors and agents (collectively, the “Company Released Persons” and, together with the Parent Released Persons, the “Released Persons”) from any and all claims, actions, causes of action, demands and charges of whatever nature, known or unknown, arising out of, or relating to any of the Merger Agreement, the Transaction Agreements or the transactions contemplated thereby and including any acts, omissions, disclosure or communications related to the Merger Agreement, the Transaction Agreements or the transactions contemplated thereby (the “Company Released Claims” and, together with the Parent Released Claims, the “Released Claims”); provided, that for the avoidance of doubt, nothing contained herein shall be deemed to release any party hereto from its obligations under this Termination Agreement or the Surviving Provisions.
Company Releases. Company agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Company by the Employee and his current and former agents, attorneys, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries (collectively, the “Employee Releasees”). Company, on its own behalf and on behalf of its agents and assigns, hereby and forever releases the Employee Releasees from, and agrees not to xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Company may possess against any of the Employee Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation:
(i) any and all claims relating to or arising from Company’s employment relationship with the Employee and the termination of that relationship;
(ii) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, 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;
(iii) any and all claims for breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(iv) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Company Retirement Income Security Act of...
Company Releases. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including without limitation the mutual promises set forth in this Agreement, the Company, for itself, its parents, affiliates, subsidiaries, divisions, groups and past and present officers, directors, employees, agents, representatives, attorneys, accountants, auditors, consultants, administrators, beneficiaries, predecessors, successors and assigns (collectively, “Company Release Parties”) and any person or entity claiming by or through any of the foregoing hereby RELEASE AND DISCHARGE Grande Legacy and its Shareholders, attorneys, accountants, auditors, consultants, successors and assigns in any capacity whatsoever (collectively, “GL Release Parties”) of and from all actions, causes of action, suits, debts, dues, sums of money, claims for breaches of contract, claims for breaches of fiduciary duties or conflicts of interest, claims of entitlement to securities, claims for violations of securities laws or regulations, compensation, damages or otherwise.
Company Releases. Effective on the Closing Date, Purchasers, on behalf of the Company, the Company’s agents, servants and legal representatives, and their successors and assigns, fully and unconditionally waives, releases and forever discharges all Claims which it and its agents and their successors or assigns ever had, now have, or hereafter may have against PI and its officers, directors, controlling persons (if any), Affiliates, employees, attorneys, agents and stockholders, (each, a “PI Releasee”) whether known or unknown, whether now existing or which may hereafter arise, which the Company had, has or claims to have against them with respect to all matters that existed between PI, on the one hand, and any PI Releasee, on the other, including the fiduciary duty any PI Releasee may have owed the Company by virtue of its capacity as a shareholder, director, officer or employee of the Company, prior to the Closing. Notwithstanding the foregoing, for the purpose of this Section 8.4, the term “Claim” shall exclude (i) claims and causes of action arising under this Agreement, each Ancillary Document and/or any other agreement, document or instrument executed and delivered at or in connection with the transactions contemplated hereby, including, without limitation, claims for indemnification under Article VII and claims to enforce the covenants contained herein, and (ii) monetary obligations owed by PI (or an Affiliate of PI other than the Company) to the Company or Purchasers. Purchasers intend in granting each PI Releasee this release that it shall be effective as a bar to each and every Claim of the Company, and expressly consent that this release shall be given full force and effect according to its terms and provisions, including those relating to unknown and unsuspected Claims, if any, (notwithstanding any federal, state or local law that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), as well as those relating to any other Claims described or implied above. Purchasers acknowledge and agree that this waiver is an essential and material term of this Agreement and without such waiver, PI would not have agreed to sell the PPSS Shares or permitted PPSS to sell the PPSS Georgia Shares or entered into this Agreement. Purchasers further agree that in the event that any Purchaser or the Company brings any Claim in which it seeks damages against any PI Releasee or in the event Purchasers or the Company seeks to recover ag...
Company Releases. Upon Closing of this Agreement, the Company releases and forever discharges each of the Shareholders and Janus Cam and each of their respective officers, trustees, employees, agents, and beneficiaries, as appropriate, and their successors, assigns, and heirs (collectively, the “Janus Cam Released Parties”), from and against all Claims which the Company has or may have, or ever had against the Janus Cam Released Parties, and whether known or unknown, contingent or otherwise, including, without limitation, all Claims relating to the operation of the Company and its affiliates, any claim arising out of the relationship of any one or more of the parties prior to the Closing, or any related matters. This release shall not apply to Claims arising from (i) actions intentionally taken by any Janus Cam Released Party constituting fraud, or (ii) gross negligence of a material nature.
Company Releases. The Company Releases shall be in full force and effect and be legal, valid, binding and enforceable by the Company and, as of and after the Effective Time, by the Surviving Corporation, against the signatories thereof.
Company Releases. Except as to the obligations created by this Agreement, the Company, on behalf of itself and its agents, heirs, companies, representatives, shareholders, members, affiliates, parents, subsidiaries, partners, officers, directors, principals, predecessors, successors in interest (in whole or in part), and assigns does hereby fully and forever release and discharge INDYCAR, Indianapolis Motor Speedway, LLC, Brickyard Trademarks, Inc., and each of their respective affiliates, agents, partners, members, managers, shareholders, owners, directors, officers, employees, affiliates, principals, predecessors, successors in interest (in whole or in part), heirs, representatives, and assigns (collectively, the “INDYCAR Released Parties”), from any and all claims, actions, causes of action, suits at law or in equity, demands, damages (actual, compensatory, special, presumed, punitive, or statutory), costs, judgments, expenses, liabilities, attorneys’ fees and legal costs or any compensation whatsoever, whether based upon alleged tort or alleged contract, vicarious liability, strict liability or any other legal or equitable theory of recovery, matured or unmatured, current or future, known or unknown of any kind or nature that the Company Released Parties have, or ever had against the INDYCAR Released Parties.
