Common use of Release and Covenant Not to Sxx Clause in Contracts

Release and Covenant Not to Sxx. Without prejudice to Section 8.17(a), effective as of the Share Acquisition Closing, to the fullest extent permitted by applicable Law, each Company Shareholder, on behalf of itself and its Affiliates (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Share Acquisition Closing or on account of or arising out of any matter occurring on or prior to the Share Acquisition Closing, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organisational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Share Acquisition Closing. From and after the Share Acquisition Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary Document.

Release and Covenant Not to Sxx. Without prejudice Subject to Section 8.17(a)Sections 3.2 and 3.11, effective as of upon the Share Acquisition Closing, to the fullest extent permitted by applicable Law, each Company Shareholder, on behalf of itself and its Affiliates (the “Releasing Persons”), Holder hereby releases and discharges the Target Companies Gxxxx and its subsidiaries from and against any and all Actionsclaims, suits, actions, demands, obligations, agreements, debts and Liabilities whatsoever, liabilities whatsoever (whether known or unknown, asserted or unasserted, contingent, inchoate, or otherwise), both at law and in equity, which such Releasing Person Holder now has, has ever had or may hereafter have against the Target Companies Gxxxx or any of its subsidiaries arising on at or prior to the Share Acquisition Closing or on account of or arising out of any matter occurring on at or prior to the Share Acquisition Closing; provided, that if such Holder is an employee of Gxxxx or its subsidiaries who will continue to be employed immediately following the Closing, including such release shall exclude any rights claims related to indemnification the right of such employee to receive current earned and accrued but unpaid compensation, unreimbursed business expenses or reimbursement from a Target Company, whether pursuant other employment benefits generally available to all employees of Gxxxx and its Organisational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Share Acquisition Closingsubsidiaries. From and after the Share Acquisition Closing, each Releasing Person Holder hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Actionasserting, or commencing or causing to be commencedcommenced any claim, any Action suit, action or demand of any kind against the Target Companies Gxxxx or their respective Affiliatesany of its subsidiaries, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person Holder may have against any party pursuant to under the terms and conditions of this the Merger Agreement to receive the merger consideration for its shares of Gxxxx capital stock or any Ancillary Documentwarrants to acquire shares of Gxxxx capital stock.

Release and Covenant Not to Sxx. Without prejudice to Section 8.17(a), effective Effective as of the Share Acquisition Closing, to the fullest extent permitted by applicable Law, each Company ShareholderSeller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Share Acquisition Closing Date or on account of or arising out of any matter occurring on or prior to the Share Acquisition ClosingClosing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organisational Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Share Acquisition ClosingClosing Date. From and after the Share Acquisition Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary Document.

Release and Covenant Not to Sxx. Without prejudice to Section 8.17(a), effective Effective as of the Share Acquisition Closing, to the fullest extent permitted by applicable Law, each Company the Purchaser and Shareholder, each on behalf of itself or himself and its Affiliates or his Affiliates, respectively (the “Releasing Persons”), hereby releases will release and discharges discharge the Target Companies Seller from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies Seller arising on or prior to the Share Acquisition Closing Date or on account of or arising out of any matter occurring on or prior to the Share Acquisition ClosingClosing Date, including any rights to indemnification or reimbursement from a Target CompanySeller, whether pursuant to its Organisational Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Share Acquisition ClosingClosing Date. From and after the Share Acquisition Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies Seller or their respective its Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary Document.

Release and Covenant Not to Sxx. Without prejudice to Section 8.17(a), effective Effective as of the Share Acquisition Closing, to the fullest extent permitted by applicable Law, each Company Shareholderthe Seller, on behalf of itself herself and its her Affiliates (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Share Acquisition Closing Date or on account of or arising out of any matter occurring on or prior to the Share Acquisition ClosingClosing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organisational Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Share Acquisition ClosingClosing Date. From and after the Share Acquisition Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary DocumentAgreement.

Release and Covenant Not to Sxx. Without prejudice to Section 8.17(a), effective Effective as of the Share Acquisition Closing, to the fullest extent permitted by applicable Law, each Company ShareholderSeller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies Company from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies Company arising on or prior to the Share Acquisition Closing Date or on account of or arising out of any matter occurring on or prior to the Share Acquisition ClosingClosing Date, including any rights to indemnification or reimbursement from a Target the Company, whether pursuant to its Organisational Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Share Acquisition ClosingClosing Date. From and after the Share Acquisition Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies Company or their respective its Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary DocumentAgreement.

Release and Covenant Not to Sxx. Without prejudice to Section 8.17(a), effective Effective as of the Share Acquisition Closing, to the fullest extent permitted by applicable Law, each Company ShareholderSeller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Share Acquisition Closing Date or on account of or arising out of any matter occurring on or prior to the Share Acquisition ClosingClosing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organisational Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Share Acquisition ClosingClosing Date. From and after the Share Acquisition Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.

Release and Covenant Not to Sxx. Without prejudice to Section 8.17(a), effective as of the Share Acquisition Closing, to the fullest extent permitted by applicable Law, each Company Shareholder, on behalf of itself and its Affiliates (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Share Acquisition Closing or on account of or arising out of any matter occurring on or prior to the Share Acquisition Closing, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organisational Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Share Acquisition Closing. From and after the Share Acquisition Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary Document.

Release and Covenant Not to Sxx. Without prejudice to Section 8.17(a), effective Effective as of the Share Acquisition Closing, to the fullest extent permitted by applicable Law, each Company ShareholderSeller, on behalf of itself and its Affiliates that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Share Acquisition Closing Date or on account of or arising out of any matter occurring on or prior to the Share Acquisition ClosingClosing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organisational Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Share Acquisition ClosingClosing Date. From and after the Share Acquisition Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary DocumentDocument or any of the other matters set forth on Schedule 10.2.

Release and Covenant Not to Sxx. Without prejudice to Section 8.17(a), effective Effective as of the Share Acquisition Closing, to the fullest extent permitted by applicable Law, each Company ShareholderSeller, on behalf of itself and its Affiliates and any Shareholder that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Share Acquisition Closing Date or on account of or arising out of any matter occurring on or prior to the Share Acquisition ClosingClosing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organisational Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Share Acquisition ClosingClosing Date. From and after the Share Acquisition Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary Document.

Release and Covenant Not to Sxx. Without prejudice to Section 8.17(a), effective as Provided the transactions contemplated under this Agreement are closed in accordance with the terms of the Share Acquisition Closing, to the fullest extent permitted by applicable Lawthis Agreement, each Company Shareholder, on behalf of itself and its Affiliates (the “Releasing Persons”), Seller hereby releases and discharges the Target Companies Company and its subsidiaries from and against any and all Actions, obligations, agreements, debts claims and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person each Seller now has, has ever had or may hereafter have against the Target Companies Company arising on or prior to the Share Acquisition Closing Effective Time or on account of or arising out of any matter occurring on or prior to the Share Acquisition ClosingEffective Time, including including, but not limited to, any rights to indemnification or reimbursement from a Target the Company, whether pursuant to its Organisational Documentsgoverning documents, Contract contract or otherwiseotherwise existing as of the Effective Time, and whether or not relating to claims pending on, or asserted after, the Share Acquisition ClosingEffective Time. From and after the Share Acquisition Closing, each Releasing Person Seller hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Actionclaim, or commencing or causing to be commenced, any Action claim of any kind against the Target Companies or their respective AffiliatesCompany and its subsidiaries, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrarycontrary contained herein, the releases and restrictions set forth herein shall each Seller does not apply to release, discharge or waive any claims a Releasing Person claim that he or she has, has ever had or may hereafter have against any party pursuant the Buyer or its subsidiaries (other than the Company and its subsidiaries) arising from or related to the terms and conditions of this Agreement and the Ancillary Agreements and each Seller hereby expressly reserves any such claims against the Buyer or any Ancillary Documentits subsidiaries (other than the Company).

Release and Covenant Not to Sxx. Without prejudice to Section 8.17(a), effective (a) Effective as of the Share Acquisition ClosingEnd Date, to the fullest extent permitted by applicable Law, each Company Shareholder, on behalf of itself and its Affiliates that owns any share or other equity interest in or of such Company Shareholder (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Share Acquisition Closing End Date or on account of or arising out of any matter occurring on or prior to the Share Acquisition ClosingEnd Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organisational Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Share Acquisition ClosingEnd Date. From and after the Share Acquisition ClosingEnd Date, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary DocumentDocument or any of the other matters set forth on Schedule ‎11.2.

Release and Covenant Not to Sxx. Without prejudice to Section 8.17(a), effective Effective as of the Share Acquisition Closing, to the fullest extent permitted by applicable Law, each Company Shareholder, on behalf of itself and its Affiliates (the “Releasing Persons”), Seller hereby releases and discharges the Target Companies each Company from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person Seller now has, has ever had or may hereafter have against the Target Companies such Company arising on or prior to the Share Acquisition Closing Date or on account of or arising out of any matter occurring on or prior to the Share Acquisition ClosingClosing Date, including any rights to indemnification or reimbursement from a Target the Company, whether pursuant to its Organisational DocumentsCharter or Bylaws, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Share Acquisition ClosingClosing Date. From and after the Share Acquisition Closing, each Releasing Person Seller hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies Company or their respective its Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person Seller may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary DocumentDocument or (ii) any claims relating to periods prior to the Closing to the extent covered by the Company’s directors and officers liability insurance that is in place prior to the Closing (and for the avoidance of doubt, not any policies of the Company or Buyer at or after the Closing.

Release and Covenant Not to Sxx. Without prejudice to Section 8.17(a), effective Effective as of the Share Acquisition Closing, to the fullest extent permitted by applicable Law, each Company Shareholderthe Seller, on behalf of itself and its Affiliates that owns any share or other equity interest in or of the Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Share Acquisition Closing Date or on account of or arising out of any matter occurring on or prior to the Share Acquisition ClosingClosing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organisational Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Share Acquisition ClosingClosing Date. From and after the Share Acquisition Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary DocumentDocument or any of the other matters set forth on Schedule 9.2.

Release and Covenant Not to Sxx. Without prejudice to Section 8.17(a), effective Effective as of the Share Acquisition Closing, to the fullest extent permitted by applicable Law, each Company ShareholderSeller, on behalf of itself and its Affiliates that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Delta Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Delta Companies arising on or prior to the Share Acquisition Closing Date or on account of or arising out of any matter occurring on or prior to the Share Acquisition ClosingClosing Date, including any rights to indemnification or reimbursement from a Target Delta Company, whether pursuant to its Organisational Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Share Acquisition ClosingClosing Date. From and after the Share Acquisition Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Delta Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary DocumentDocument or any of the other matters set forth on Schedule 11.1.