Member Release Sample Clauses

Member Release. In consideration for the agreement and covenants of the Purchaser set forth in this Agreement, the Members on behalf of themselves and each of their respective Affiliates (and each of their respective officers, directors, managers, employees, agents, representatives, heirs, executors, successors and assigns) (collectively, the “Releasing Parties”) hereby knowingly, voluntarily and unconditionally releases and forever discharges from and for, and covenants not to sue the Purchaser or the Company (or either of them), or any of their respective predecessors, successors, parents, subsidiaries or other Affiliates, or any of their respective current and former officers, directors, employees, agents, or representatives (collectively, the “Released Parties”) for or with respect to, any and all claims, causes of action, demands, suits, proceedings, debts, obligations, liabilities, damages, losses, costs, and expenses (including attorneys’ fees and costs) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that the Releasing Party has or may have, now or in the future, arising out of, relating to, or resulting from any acts or omissions, errors, negligence, strict liability, breach of contract, tort, violations of Law, matter or cause whatsoever from the beginning of time to the Closing Date (collectively, but excluding the Non-Released Matters (as defined below), the “Released Claims”); provided, however, that such release shall not cover any of the following (collectively, the “Non-Released Matters”): (a) any claims against the Released Parties (other than the Company) unrelated in any way to the Company, or (b) any claims against the Purchaser arising under this Agreement, any Member Ancillary Document or any Purchaser Ancillary Document. As of the Closing Date, each Member expressly waives any and all rights and benefits conferred upon it under California law by Section 1542 of the California Civil Code (or similar laws of other jurisdictions) with respect to the Released Claims, which states 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.” Section 3.10
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Member Release. In consideration for the agreement and covenants of the Purchaser set forth in this Agreement, each Member and each of its Affiliates hereby knowingly, voluntarily and unconditionally releases, forever discharges, and covenants not to xxx the Purchaser, the Company or any of their Subsidiaries, and their respective predecessors, successors, parents, Subsidiaries and other Affiliates, and any of their respective current and former officers, directors, employees, agents, or representatives from and for any and all claims, causes of action, demands, suits, debts, obligations, Liabilities, damages, Losses, costs, and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that such Member has or may have, now or in the future, arising out of, relating to, or resulting from any act of commission or omission, errors, negligence, strict liability, breach of contract, tort, violations of Law, matter or cause whatsoever from the beginning of time to the Closing Date; provided, however, that such release shall not cover any claims against the Purchaser arising under or relating to this Agreement or any Ancillary Document or any claims against the Purchaser unrelated to the Company or any of its Subsidiaries.
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Member Release. (a) Effective upon the Closing, each Member, on behalf of itself and each of its executors, heirs, administrators, predecessors, successors and assigns (collectively, the “Releasing Parties”): (i) agrees that Buyer and its Affiliates (which, for the avoidance of doubt, include the Company Entities) and each of their respective officers, directors, employees, members, managers, successors and assigns (collectively, the “Released Parties”) shall not have any Liability, obligation or responsibility to any of the Releasing Parties of any kind or nature whatsoever based upon any facts, circumstances, or matters occurring at or prior to the Closing Date, 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 Released Parties from any and all responsibilities, Liabilities and debts to any of the Releasing Parties of any kind or nature whatsoever based upon any facts, circumstances or matters occurring at or prior to the Closing Date, 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 Released Party any obligations, Liabilities or any other matter arising out of or relating to this Agreement or any of the other Ancillary Agreements (the “Released Claims”).
Sample 1
Member Release. Each of the Members, in the capacity as Members, hereby agrees to execute and deliver as of the Closing Date a release of the LLC from any and all claims resulting from or related to any matter arising prior to the Closing Date, in the form of Exhibit D hereto.
Sample 1
Member Release. The Class A Member, and its heirs, assigns, administrators, representatives, Affiliates, subsidiaries, parents, divisions, predecessors, successors, employees, shareholders, members, directors, managers, attorneys, insurers and fiduciaries, past and present, as applicable (collectively, the “Class A Member Parties”) hereby fully, finally and forever remise, acquit, quitclaim, release and discharge the Class B Member, the Company and their respective Affiliates, subsidiaries, parents, divisions, predecessors, successors, employees, Members, Managers, attorneys, insureds and fiduciaries, past and present (the “Class B Member Parties”) of and from any and all obligations, claims, liabilities, damages, demands, debts, liens, deficiencies or cause or causes of action of any nature from the beginning of time through the date of this Mutual Release Agreement at law or in equity, known or unknown, contingent or otherwise, suspected or unsuspected, accrued or unaccrued, whether asserted or unasserted, whether now known or hereafter discovered, whether statutory, in contract or in tort, as well as any other kind or character of action of any nature now held, owned or possessed (whether directly or indirectly) by the Class A Member Parties.
Sample 1
Member Release. The Class B Member and the other Class B Member Parties hereby fully, finally and forever remise, acquit, quitclaim, release and discharge the Class A Member Parties of and from any and all obligations, claims, liabilities, damages, demands, debts, liens, deficiencies or cause or causes of action of any nature from the beginning of time through the date of this Mutual Release Agreement at law or in equity, known or unknown, contingent or otherwise, suspected or unsuspected, accrued or unaccrued, whether asserted or unasserted, whether now known or hereafter discovered, whether statutory, in contract or in tort, as well as any other kind or character of action of any nature now held, owned or possessed, (whether directly or indirectly) by the Class B Member Parties.
Sample 1
Member Release. The Program will release the member for cause for the following reasons:
Sample 1
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Member Release. The Program will release the member for cause for the following reasons: The member has dropped out of the program without obtaining a release for compelling personal circumstances from the appropriate program official; During the term of service the member has been convicted of a violent felony or the sale or distribution of a controlled substance; The member has committed a third conduct offense, was found to be engaging in activities stated in paragraph (A) of section V, or in accordance with paragraph (D) of section VI of this agreement, or Any other serious breach that in the judgment of the director of the Program would undermine the effectiveness of the program. The Program can release the member for cause for the following reason: The member has not been actively participating in service during their term of service determined by the member completing less than 15% of service hours after 4 months of their start date and/or not being in contact with an SOS Campus Partner on the member’s campus over the past 4 months.
Sample 1

Related to Member Release

  • Seller Release Effective as of the Closing, Seller, on behalf of itself, its Affiliates, and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (each, a “Releasee”) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingent, relating to or arising in connection with the operation of the businesses of the Sale Entities on or prior to the Closing Date; provided, however, that such release shall not operate to release any such Releasee (a) from any of the terms, conditions or other obligations under this Agreement or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16.

  • Company Release Each of the Company, PubCo, Acquiror and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror and its Subsidiaries (if any)) and their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (a) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition Effective Time to such Company Releasor, (b) all claims, demands, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee 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, was taken, permitted or begun prior to the Acquisition Effective Time (except in the event of fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement or the Transaction Documents, or (ii) for any claim for fraud.

  • Release of Claims In return for the benefits conferred under the Employment Agreement and this Agreement (which Employee acknowledges Company has no legal obligation to provide if Employee does not enter into this Agreement), Employee, on behalf of Employee and Employee's heirs, executors, administrators, successors and assigns, hereby releases and forever discharges Company and its past, present and future affiliates, future parent companies, subsidiaries, predecessors, successors and assigns, and each of their past, present and future shareholders, officers, directors, employees, agents and insurers, from any and all claims, actions, causes of action, disputes, liabilities or damages, of any kind, which may now exist or hereafter may be discovered, specifically including, but not limited to, any and all claims, disputes, actions, causes of action, liabilities or damages, arising from or relating to Employee's employment with Company, or the termination of such employment, except for any claim for payment or performance pursuant to the terms of this Agreement. This release includes, but is not limited to, any claims that Employee might have for reemployment or reinstatement or for additional compensation or benefits and applies to claims that Employee might have under either federal, state or local law dealing with employment, contract, tort, wage and hour, or civil rights matters, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, similar state laws, and any regulations under such laws. This release shall not affect any accrued rights Employee may have under any medical insurance, workers compensation or retirement plan because of Employee's prior employment with Company. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THROUGH THIS RELEASE EMPLOYEE IS GIVING UP ALL RIGHTS AND CLAIMS OF EVERY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, THAT EMPLOYEE MAY HAVE AGAINST COMPANY AND THE OTHER PERSONS NAMED ABOVE, EXCEPT FOR THE RIGHTS SPECIFICALLY EXCLUDED ABOVE.

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