Common use of General Release by Shareholders Clause in Contracts

General Release by Shareholders. Each of the Shareholders hereby fully releases and discharges each Seller and, with respect to the Corporations, its directors, officers, agents and employees from all rights, claims and actions, known or unknown, of any kind whatsoever, which any of such Shareholders now has or may hereafter have against any Seller and, with respect to the Corporations, its directors, officers, agents and employees, arising out of or relating to events arising prior to or on the Closing Date, except (a) as may be described in written contracts disclosed in Schedule 9.10 and expressly described and specifically excepted from this release in Schedule 9.10, (b) compensation as an employee of any Seller for current periods expressly described and excepted from such release on schedule 9.10, and (c) for the obligations of each Seller arising after the Closing Date under this Agreement. Specifically, but not by way of limitation, each of the Shareholders waives any right of indemnification, contribution or other recourse against each Seller which he now has or may hereafter have against any Seller with respect to representations, warranties or covenants made in this Agreement by each Seller. Each of the Shareholders hereby waives and relinquishes all rights and benefits afforded by Section 1542 of the California Civil Code, which states as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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." Each of the Shareholders understands and acknowledges the significance and consequence of this waiver of Section 1542 and nevertheless elects to, and does, release those claims described in this Section 9.10, known or unknown, that it may have now or in the future arising out of or relating to any event arising on or prior to the date of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Waste Connections Inc/De)

AutoNDA by SimpleDocs

General Release by Shareholders. Each of the Shareholders ------------------------------- hereby fully releases and discharges each Seller and, with respect to the Corporations, Corporation and its directors, officers, agents and employees from all rights, claims and actions, known or unknown, of any kind whatsoever, which any of such Shareholders now has or may hereafter have against any Seller and, with respect to the Corporations, Corporation and its directors, officers, agents and employees, arising out of or relating to events arising prior to or on the Closing Date, except (a) as may be described in written contracts disclosed in Schedule 9.10 6.7 and expressly described and specifically excepted from this release in Schedule 9.106.7, (b) compensation as an employee of any Seller the Corporation for current periods expressly described and excepted from such release on schedule 9.106.7, and (c) for the obligations of each Seller the Corporation arising after the Closing Date under this Agreement. Specifically, but not by way of limitation, each of the Shareholders waives any right of indemnification, contribution or other recourse against each Seller the Corporation which he now has or may hereafter have against any Seller the Corporation with respect to representations, warranties or covenants made in this Agreement by each Sellerthe Corporation. Each of the Shareholders hereby waives and relinquishes all rights and benefits afforded by Section 1542 of the California Civil Code, which states as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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." Each of the Shareholders understands and acknowledges the significance and consequence of this waiver of Section 1542 and nevertheless elects to, and does, release those claims described in this Section 9.106.7, known or unknown, that it may have now or in the future arising out of or relating to any event arising on or prior to the date of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Rentals Inc)

General Release by Shareholders. Each of the Shareholders Shareholder hereby fully ------------------------------- releases and discharges each Seller and, with respect to the Corporations, Corporation and its directors, officers, agents and employees from all rights, claims and actions, known or unknown, of any kind whatsoever, which any of such Shareholders Shareholder now has or may hereafter have against any Seller and, with respect to the Corporations, each Corporation and its directors, officers, agents and employees, arising out of or relating to events arising prior to or on the Closing Date, except (a) as may be described in written contracts disclosed in Schedule 9.10 6.9 and expressly described and specifically excepted from this release in Schedule 9.106.9, (b) in the case of Shareholders who are employees of the Corporations, compensation as an employee of any Seller for current periods expressly described and excepted from such release on schedule 9.10releases, and (c) for the obligations of each Seller Corporation arising after the Closing Date under this Agreement. Specifically, but not by way of limitation, each of the Shareholders Shareholder waives any right of indemnification, contribution or other recourse against each Seller Corporation which he it now has or may hereafter have against any Seller each Corporation with respect to representations, warranties or covenants made in this Agreement by each SellerCorporation. Each of the Shareholders Shareholder hereby waives and relinquishes all rights and benefits afforded by Section 1542 of the California Civil Code, which states as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEgeneral release does not extend to claims to 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 DEBTORwhich if known by him must have materially affected his settlement with the debtor." Each of the Shareholders Shareholder understands and acknowledges the significance and consequence of this waiver of Section 1542 and nevertheless elects to, and does, release those claims described in this Section 9.106.9, known or unknown, that it may have now or in the future arising out of or relating to any event arising on or prior to the date of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Rentals Inc)

General Release by Shareholders. Each of the Shareholders hereby fully releases and discharges each Seller and, with respect to the Corporations, Corporation and its directors, officers, agents and employees from all rights, claims and actions, known or unknown, of any kind whatsoever, which any of such Shareholders now has or may hereafter have against any Seller and, with respect to the Corporations, Corporation and its directors, officers, agents and employees, arising out of or relating to events arising prior to or on the Closing Date, except (a) as may be described in written contracts disclosed in Schedule 9.10 9.8 and expressly described and specifically excepted from this release in Schedule 9.109.8, (b) compensation as an employee of any Seller the Corporation for current periods expressly described and specifically excepted from such release on schedule 9.10Schedule 9.8, and (c) for the obligations of each Seller the Corporation arising after the Closing Date under this Agreement. Specifically, but not by way of limitation, each of the Shareholders waives any right of indemnification, contribution or other recourse against each Seller the Corporation which he now has or may hereafter have against any Seller the Corporation with respect to representations, warranties or covenants made in this Agreement by each Sellerthe Corporation. Each of the Shareholders hereby waives and relinquishes all rights and benefits afforded by Section 1542 of the California Civil Code, which states as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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." . Each of the Shareholders understands and acknowledges the significance and consequence of this waiver of Section 1542 and nevertheless elects to, and does, release those claims described in this Section 9.109.8, known or unknown, that it may have now or in the future arising out of or relating to any event arising on or prior to the date of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Waste Connections Inc/De)

AutoNDA by SimpleDocs

General Release by Shareholders. Each of the Shareholders Shareholder hereby fully releases and discharges each Seller and, with respect to the Corporations, Company and its directors, officers, agents and employees from all rights, claims and actions, known or unknown, of any kind whatsoever, which any of such Shareholders Shareholder now has or may hereafter have against any Seller and, with respect to the Corporations, Company and its directors, officers, agents and employees, arising out of or relating to events arising prior to or on the Closing Date, except (a) as may be described in written contracts disclosed in the Schedule 9.10 hereto and expressly described and specifically excepted from this release in Schedule 9.10the Schedule, (b) in the case of Shareholders who are employees of the Company, compensation as an employee of any Seller for current periods expressly described and excepted from such release on schedule 9.10releases, and (c) for the obligations of each Seller the Company arising after the Closing Date under this AgreementAgreement and the other agreements described in Section 1.7 to which the Company is a party. Specifically, but not by way of limitation, each of the Shareholders Shareholder waives any right of indemnification, contribution or other recourse against each Seller the Company which he it now has or may hereafter have against any Seller the Company with respect to representations, warranties or covenants made in this Agreement by each Sellerthe Company. Each of the Shareholders Shareholder hereby waives and relinquishes all rights and benefits afforded by Section 1542 of the California Civil Code, which states as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEgeneral release does not extend to claims to 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 DEBTORwhich if known by him must have materially affected his settlement with the debtor." Each of the Shareholders Shareholder understands and acknowledges the significance and consequence of this waiver of Section 1542 and nevertheless elects to, and does, release those claims described in this Section 9.105.9, known or unknown, that it may have now or in the future arising out of or relating to any event arising on or prior to the date of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tickets Com Inc)

General Release by Shareholders. Each Except as may be otherwise covered by any policy of insurance carried by the Corporation, each of the Shareholders hereby fully releases and discharges each Seller and, with respect to the Corporations, Corporation and its directors, officers, agents and employees from all rights, claims and actions, known or unknown, of any kind whatsoever, which any of such Shareholders now has or may hereafter have against any Seller and, with respect to the Corporations, Corporation and its directors, officers, agents and employees, arising out of or relating to events arising prior to or on the Closing Date, except (a) as may be described in written contracts disclosed in Schedule 9.10 6.9 and expressly described and specifically excepted from this release in Schedule 9.106.9, (b) compensation as an employee of any Seller the Corporation for current periods expressly described and excepted from such release on schedule 9.106.9, and (c) for the obligations of each Seller the Corporation arising after the Closing Date under this Agreement. Specifically, but not by way of limitation, each of the Shareholders waives any right of indemnification, contribution or other recourse against each Seller the Corporation which he now has or may hereafter have against any Seller the Corporation with respect to representations, warranties or covenants made in this Agreement by each Sellerthe Corporation. Each of the Shareholders hereby waives and relinquishes all rights and benefits afforded by Section 1542 of the California Civil Code, which states as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS TO 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." Each of the Shareholders understands and acknowledges the significance and consequence of this waiver of Section 1542 and nevertheless elects to, and does, release those claims described in this Section 9.106.9, known or unknown, that it may have now or in the future arising out of or relating to any event arising on or prior to the date of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Waste Connections Inc/De)

Time is Money Join Law Insider Premium to draft better contracts faster.