Release by Members Clause Samples

Release by Members. Each Member as of the Closing, with the intent of binding such Member and the heirs, executors, personal representatives, successors and assigns of such Member hereby unconditionally releases, acquits and forever discharges the Company, Sub, Parent and their respective successors, assigns, officers, directors, managers, attorneys, accountants and insurers from any and all claims, demands, actions, causes of action, debts, sums of money, covenants, contracts, controversies, agreements, promises, obligations, costs, expenses, damages, or any other claim or demand whatsoever of whatever kind, character and description, whether based on facts presently known or hereafter discovered, whether suspected or unsuspected, whether based upon statutory law or common law, whether in contract, administrative or tort, whether liquidated or unliquidated, matured or unmatured, disclosed and undisclosed, which has accrued or which may ever accrue to such Member or the heirs, personal representatives, successors or assigns of such Member for and on account of any matter, cause or thing relating to, arising out of or in any way connected with the ownership of Membership Interests of such Member (except as against the Company, to the Member's allocable share of the Acquisition Consideration upon the liquidation and dissolution of the Company), the employment, if applicable, of such Member by the Company prior to the Closing Date (except as to compensation and benefits earned and accrued by the Member but unpaid by the Company and claims, if any, arising under this Agreement), or the operation, acts or inactions of the Company and its officers and managers prior to the Closing Date (the "Released Claims"). Each Member represents and warrants to the Company, Parent and Sub that such Member has not assigned or otherwise transferred expressly, impliedly or by operation of law any Released Claim or any interest in or portion of any such claim, and that all Released Claims of such Member are owned by such Member, who has the sole authority to release them. This Release is for any relief, no matter how denominated, including, but not limited to, distributions pertaining to Membership Interest (other than for such Member's share of (i) the Acquisition Consideration upon the liquidation and dissolution of the Company, and (ii) compensation and benefits earned and accrued, if any, by the Member but unpaid by the Company. Notwithstanding any of the foregoing provisions to the contrary, t...