Holder Release Sample Clauses
Holder Release. Conditioned upon and effective as of the Closing, the Holder, as an inducement to Sellers to enter into the Purchase Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, hereby fully and completely forever releases and discharges the Sellers, the Company and their respective current and former Affiliates and all of their respective past or present stockholders, partners, members, officers, directors, employees and representatives and each of their respective heirs, executors, predecessors, successors and assigns (collectively, the “Releasees”), from any and all claims, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, expenses, executions, affirmative defenses, demands and other obligations or liabilities whatsoever, in law or equity, whether known or unknown to the Holder, fixed or contingent, which the Holder ever had, now have or may have against any of the Releasees, based on or arising out of any matter, cause, act or omission whatsoever, occurring or existing at any time up to and including the Closing, including, without limitation, for, upon, or by reason of any action, omission, event, occurrence or circumstance related to the operation of the business of the Company or its Subsidiaries or the Business that has occurred prior to the Closing; provided, however, that the foregoing shall not release any Person from (i) any obligation of such Person under any provision of the Purchase Agreement or any other Ancillary Agreement arising before or after the Closing, (ii) any claims for indemnification or for advancement or reimbursement of expenses as a past or present officer or director under the Company’s organizational documents or under applicable Law or (iii) relating to salary, bonuses, severance, change of control or retention compensation or accrued vacation or other paid time off, any other employee or director compensation and/or benefits, and unreimbursed expenses. The foregoing release is conditioned upon the consummation of the transactions as contemplated in the Purchase Agreement, and shall become null and void, and shall have no effect whatsoever, without any action on the part of any person or entity, upon termination of the Purchase Agreement for any reason.
Holder Release. Except for (i) Fraud, (ii) any rights or obligations under this Agreement or any of the other Transaction Agreements, (iii) compensation owed to such Person in the ordinary course of business in his, her or its capacity as an employee or service provider of the Acquired Companies, and (iv) any rights to indemnification or advancement of expenses which such Person may have in his or her capacity as a director or officer of Holdings or an Acquired Company under (A) the Organizational Documents of Holdings or any of the Acquired Companies in effect on the date of this Agreement or (B) any Indemnity Agreement, effective upon the Closing, each Holder, on behalf of himself, herself or itself and his, her or its Affiliates (in each of his, her or its Affiliate’s capacity as such), predecessors, successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors and other Persons that have or now or hereafter could potentially derive rights through him, her or it (collectively, the “Holder Releasing Parties”) hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, obligations, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Holder Releasing Parties has, might have or might assert now or in the future, against Purchaser, Holdings, the Acquired Companies and any of their Affiliates (in their respective capacity as such), predecessors, successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors and other Persons that have or now or hereafter could potentially derive rights through them (collectively, the “Holder Released Persons” and each, a “Holder Released Person”), arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed or was taken or permitted at or prior to the Closing, solely with respect to the ownership of Holdings and the Company and the ownership, operation, and management of Holdings and the Acquired Companies. Each Holder shall, and shall cause the Holder Releasing Parties to, refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced any legal pro...
Holder Release. In exchange for the benefits provided for in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Holder, on behalf of itself and all of its direct and indirect affiliates, parents, subsidiaries (wholly-owned or not), predecessors, successors and assigns, current and former officers, directors, employees, agents, attorneys, representatives, partners, advisors and shareholders ("Holder Releasors"), agrees to forever unconditionally and irrevocably release and discharge Company, (and all of its direct and indirect affiliates, parents, subsidiaries (wholly-owned or not), predecessors, successors and assigns, current and former officers, directors, employees, agents, attorneys, representatives, partners, advisors and shareholders) from any and all claims, demands, causes of action, complaints, agreements, promises (express or implied), contracts, undertakings, covenants, guarantees, grievances, liabilities, damages, rights, obligations, expenses, debts and demands whatsoever, in law or equity, whether known or unknown, and of whatsoever kind or nature that Holder Releasors ever had or may have had for, upon, or by any reason of any matters in connection with or relating in any way to the Note or any matter whatsoever.
Holder Release. Upon the terms and conditions set forth in this Agreement and effective as of the Cancelation Time, Holder hereby forever releases and discharges the Issuer, and each and all of its predecessors, successors, parents, and subsidiaries, and each and all of its present and former employees, agents, representatives, officers, directors, shareholders, attorneys, insurers, or reinsurers, and any other person, firm, partnership, company or corporation now, previously, or hereafter expressly and formerly affiliated in any manner with any of the above (the “Issuer Released Parties”) from any and all claims, obligations, damages, and liabilities, in law or equity, whether or not known, suspected or claimed, direct or indirect, fixed or contingent, whether now existing or hereafter arising, that relate to, arise from, are connected with, or in any manner concern the Tendered Shares, but specifically excluding any and all claims and obligations preserved and continued with respect to the Sold Shares (the “Issuer Released Claims”).
1.3.1 Holder expressly acknowledges and understands that the Issuer Released Claims include, without limitation, any and all claims or causes of action against the Issuer Released Parties based on theories of alter ego, principal-agent, conspiracy, successor liability, fraudulent conveyance law, or the like.
1.3.2 Holder acknowledges that it is familiar with the provisions of law that provide that a general release does not extend to claims which the creditor does not know or expect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor (the “Limiting Principle”).
1.3.3 Holder acknowledges that it may have sustained damages, losses, costs, or expenses by reason of an act, failure to act, event, or matter that are presently unknown and unsuspected and that such damages, losses, costs, or expenses as may have been sustained may give rise to additional damages, losses, costs, or expenses in the future. Nevertheless, Holder hereby expressly waives any and all rights it may have under the Limiting Principle, or under any other state or federal statute or common law principle of similar effect relating to the Issuer Released Claims.
1.3.4 Issuer acknowledges that the Holder’s Shares, including the Tendered Shares and the Sold Shares, constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with th...
Holder Release. Each Holder hereby releases, acquits and forever discharges the Company, its affiliates, each of their respective officers, directors, partners, employees, agents, advisors and representatives and their respective successors and assigns (collectively, the “Released Parties”) from any and all liabilities, claims, demands, actions or causes of action of any kind or nature whatsoever (if there be any), whether absolute or contingent, disputed or undisputed, at law or in equity, or known or unknown, that such Holder now has or has ever had against any of the Released Parties arising on or prior to the date hereof under or in connection with any of the Prior Transaction Documents, but not under or in connection with any of the Transaction Documents. Each Holder hereby severally represents and warrants to the Company that it has not transferred or assigned to any person any claim that such Holder ever had or claimed to have against any of the Released Parties.
Holder Release. With the exception of rights and obligations created by this Settlement Agreement, ▇▇▇▇▇▇ and all of his successors, heirs, assigns, affiliates, agents, attorneys, and anyone claiming by, through or under them, does hereby unconditionally and forever release and discharge Company, Company successors, assigns, affiliates, partners, members, officers, directors, employees and attorneys, of and from any and all liability, claims, counterclaims, damages, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, costs, expenses, rights, and causes of action of any nature whatsoever, whether arising at law or in equity, whether known or unknown, whether the liability be direct or indirect, liquidated or unliquidated, which Holder may now have, own, or at any time heretofore have ever had, owned, or held against Company from the beginning of time to the date of this Settlement Agreement. IT IS THE INTENT AND UNDERSTANDING OF THE PARTIES THAT THIS IS A COMPLETE, GENERAL RELEASE AND WAIVER OF ALL CLAIMS.
Holder Release. TXHD, on behalf of itself and its agents, heirs, representatives, successors and assigns, agrees to fully release, acquit and forever discharge the HOLDER, and its respective officers, directors, agents, employees, attorneys, owners, members, affiliates, predecessors, successors and assigns and all past, present and future officers, directors, agents, employees, attorneys, owners, members, affiliates, successors, predecessors and assigns, any one of them, or any combination of them, and anyone or any entity related thereto from all known or unknown, revealed and concealed, contingent and non-contingent claims, actions, causes of action, and suits for damages, at law or in equity, filed or otherwise, and all other claims whatsoever, in law or in equity, contract or tort, which TXHD ever had or now has against any of the aforementioned, by reason of any matter that is related to or arising from the acts and events underlying or giving rise to the Note, the dispute and the claims asserted therein. This waiver and release does not include TXHD’s rights to enforce this Agreement and any action or claim that cannot be waived as a matter of law.