Effective upon the Closing. Seller shall assign to Buyer all of Seller's right, title and interest in and to any confidentiality agreements to which Seller or any of its agents is a party relating to the confidentiality of information of the Business or the hiring of employees of Company.
Effective upon the Closing the Seller hereby grants to the Buyer a non-exclusive, fully paid, worldwide, perpetual license to use all of the Seller's currently existing Intellectual Property (i) relating to the "10-140 cask" or (ii) required to use, lease or operate the "P.A.S casks" included as part of the Equipment. The Buyer recognizes that the "10-140 cask" is in development and is substantially incomplete. This license shall include the right to sublicense. At or promptly after the Closing the Seller will provide the Buyer with copies of all documents and records in the Seller's possession or to which the Seller has access relating to the foregoing Intellectual Property.
Effective upon the Closing each of the Sellers hereby irrevocably waives, releases and discharges each of the Companies from any and all liabilities and obligations to such Person of any kind or nature whatsoever, whether in its capacity as a current or 42 former stockholder, officer, director or manager of such Company or otherwise (including in respect of any rights of contribution or indemnification but excluding liabilities and obligations arising under this Agreement, the Ancillary Agreements or any of the other agreements listed on Annex D attached hereto), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any agreement or understanding (other than this Agreement and any of the Ancillary Agreements) or otherwise at law or equity, and neither of the Sellers nor any such Person shall seek to recover any amounts in connection therewith or thereunder from any of the Companies or Buyer. Each of the Sellers expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of the State of California, which states 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 THIS RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Each of the Sellers shall cause each current officer and director of either of the Companies, other than those individuals identified on Annex G hereto, and shall cause each Affiliate of the Sellers as is reasonably requested by Buyer (including all of those identified in the Companies' statutory financial statements as being related by contract or otherwise to either of the Companies) to execute and deliver to KEIC prior to the Closing a written release in substantially the form of the foregoing.
Effective upon the Closing. (a) each of the Parties releases and discharges the other Party from any and all claims such Party may have, now or in the future, arising out of or related to the Note, including under the Securities Purchase Agreement (the “SPA”), dated as of April 4, 2012, between the Parties, the Amendment and Exchange Agreement, dated as of December 20, 2012, between the Parties, the Second Amendment and Warrant Exchange Agreement, dated as of October 9, 2013, between the Parties, and the Registration Rights Agreement (the “RRA”), dated as of April 4, 2012, between the Parties, (b) Section 4 of the SPA is terminated and shall have no further force or effect, (c) the RRA is terminated in its entirety and shall have no further force or effect and (d) all obligations under the Note and all indebtedness under the Note shall have been satisfied in full without any further action by the Parties. The Noteholder agrees to take such actions and execute such documents, at the Company’s expense, as the Company may reasonably request to evidence the release, discharge, termination and satisfaction of the documents and obligations, as applicable, under this Section 5.12. (Signatures on next page)
Effective upon the Closing. (i) the Stock Purchase Agreement, between the Company and Clal, dated March 25, 1995, as amended (the "Clal Agreement"), shall be terminated in its entirety with no further obligations, liabilities or rights on the part of the parties thereunder, and (ii) the Registration Rights Agreement, between the Company and Clal, dated May 1, 1995, shall be amended hereby and shall provide that Clal shall not be entitled to exercise any of its rights thereunder during the Post-Closing Period. Clal hereby agrees to, notwithstanding any other agreement that it may have with the Company or others, vote all shares of Common Stock which it owns (beneficially and/or of record) in favor of the Merck Transaction (and all related matters) if such Transaction is approved by the Company's Board of Directors. In the event of any conflict between the terms of this agreement and the Clal Agreement, the terms of this agreement shall govern. 6. The execution and delivery of this agreement and the consummation of the transactions contemplated hereby shall in no way affect or modify the obligations of (i) P.R.I. Research, Inc. ("PRI Research") under the Non-Recourse Promissory Note, dated July 28, 1997, (ii) the Company, PRI Research, Clal, C.T.P. Research and Development (1995) Ltd., Clal Pharmaceutical Resources (1995) Ltd. or Clal Pharmaceutical Resources L.P. under the letter agreement, dated July 28, 1997, with respect to the purchase of interests by PRI Research in the joint venture of the Company and Clal and any and all documents executed in connection therewith, or (iii) the transactions contemplated thereby.
Effective upon the Closing. Assignor and Assignee each hereby covenant and agree to execute and deliver all such documents and instruments, and to take such further actions as may be reasonably necessary or appropriate, from time to time, to carry out the intent and purpose of this Agreement and to consummate the transactions contemplated hereby; provided, however, that all such documents and instruments executed, and actions taken, by Assignor shall be without recourse or, except as specifically and expressly provided in this Agreement, representation or warranty of any kind or nature whatsoever.
Effective upon the Closing. Buyer has granted to ------------------- certain employees of Temic and Buyer options or warrants to purchase shares of Common Stock or Preferred Stock of Buyer on such terms as set forth in a schedule previously reviewed and mutually agreed upon by Buyer and HMTF, as evidenced by their signatures hereto.
Effective upon the Closing. Buyer, each Buyer Related Party, each Seller, and each Seller Related Party hereby expressly waive and release any rights and benefits which Buyer, each Buyer Related Party, each Seller, and each Seller Related Party, as applicable, has or may have under any law or rule of any jurisdiction pertaining to the matters released herein and expressly waives and releases any and all rights and benefits conferred upon Buyer, each Buyer Related Party, each Seller, and each Seller Related Party, as applicable, by the provisions of Section 1542 of the California Civil Code (or any similar Laws), which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Effective upon the Closing each Selling Subsidiary hereby constitutes and appoints Buyer or any entity designated by Buyer and its and their successors and assigns the true and lawful attorney of such Selling Subsidiary with full power of substitution, in the name of Buyer or its designee, or the name of such Selling Subsidiary, on behalf of and for the benefit of Buyer or its designee, to collect all accounts and notes receivable and other items being sold, transferred, conveyed and assigned to Buyer as provided herein, to endorse, without recourse, checks, notes and other instruments constituting or relating to the Residential Business or the Purchased Assets in the name of each Selling Subsidiary, to institute and prosecute, in the name of each Selling Subsidiary or otherwise, all proceedings which Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets, to defend and compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets or the Residential Business and to do all such acts and things in relation thereto as any Buyer or its designee may deem advisable. The foregoing powers are coupled with an interest and shall be irrevocable by each Selling Subsidiary, directly or indirectly, whether by the dissolution of each Selling Subsidiary or in any manner or for any reason.
Effective upon the Closing. (i) the Stock Purchase Agreement, between the Company and Clal, dated March 25, 1995, as amended (the "Clal Agreement"), shall be terminated in its entirety with no further obligations, liabilities or rights on the part of the parties thereunder, and (ii) the Registration Rights Agreement, between the Company and Clal, dated May 1, 1995, shall be amended hereby and shall provide that Clal shall not be entitled to exercise any of its rights thereunder during the Post-Closing Period. Clal hereby agrees to, notwithstanding any other agreement that it may have with the Company or others, vote all shares of Common Stock which it owns (beneficially and/or of record) in favor of the Merck Transaction (and all related matters) if such Transaction is approved by the Company's Board of Directors. In the event of any conflict between the terms of this agreement and the Clal Agreement, the terms of this agreement shall govern.
