Release by Sellers Sample Clauses

Release by Sellers. (a) Each Seller hereby unconditionally and irrevocably releases and forever discharges the Company and each of its Representatives (collectively, the “Company Releasees”) from any and all claims, counterclaims, setoffs, demands, Actions, orders, obligations, contracts, agreements, debts, damages, expenses, losses and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity (collectively, “Seller Claims”), which such Seller now has, has ever had, or may hereafter have against the Company Releasees arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing, whether or not relating to Seller Claims pending on, or asserted after, the Closing (collectively, the “Seller Released Claims”); provided, however, that nothing contained in this Release will operate to release any obligation of the Company set forth in (i) the Purchase Agreement or any agreement or instrument being executed and delivered pursuant to the Purchase Agreement or (ii) the Employment Agreement dated July 15, 2008, as amended, between Xxxxxx and the Company (the “Employment Agreement”) or the Separation Agreement dated August 19, 2010 between Xxxxxx and the Company (the “Separation Agreement”). (b) Each Seller represents and warrants to each Company Releasee that such Seller has not transferred, assigned, or otherwise disposed of any part of or interest in any Seller Released Claim. (c) Each Seller hereby irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Company Releasee based upon any Seller Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Company Releasee, each Seller, jointly and severally with the other Seller, shall indemnify and hold harmless each Company Releasee from and against and shall pay to each Company Releasee the amount of, or reimburse each Company Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of a...

Release by Sellers. Effective as of the Closing, in consideration of the mutual covenants and agreements contained herein, including the consideration to be received by the Sellers, each Seller hereby irrevocably releases and forever discharges the Company and Buyer, and their respective Affiliates, officers, managers, directors, members, partners (general or limited), agents, and employees, and the successors, heirs, assigns, executors and administrators to the foregoing (collectively, the “Released Parties”), of and from any and all manner or causes of action and actions, claims, suits, rights, debts, sums of money, covenants, contracts, damages and judgments whatsoever, in law or in equity, which the Sellers ever had, now has or which the Sellers can, shall or may have, against the Released Parties, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter relating to the Company or its Affiliates, and arising at any time on or prior to the Closing Date, whether in the Seller’s capacity as an equity holder, director, manager, officer, employee, holder of Indebtedness or otherwise, and the Released Parties shall not have liability with respect thereto, provided, however, that such release shall not will not apply to obligations owing to the Sellers arising pursuant to the Transaction Documents.

Release by Sellers. With effect from Closing, each Seller waives any claims which it might otherwise have against each Group Company and/or any director or employee of any Group Company in respect of the completeness or accuracy of any information supplied, or for any failure to supply information, to the Sellers, the Buyer or any of their respective advisers in connection with this Agreement or any other document referred to in this Agreement.

Release by Sellers. (a) Effective as of Closing, each of the Sellers, on behalf of themselves and their respective Affiliates, heirs, successors and assigns (collectively, the “Seller Related Persons”), hereby absolutely, unconditionally and irrevocably releases and discharges, fully, finally and forever, the Company, the Subsidiaries, Buyer, and Buyer’s respective Affiliates, agents, representatives, directors, officers and employees (together, the “Buyer Released Parties”) from any and all claims, demands, rights, causes of action, proceedings, orders, remedies, obligations, damages and liabilities of whatsoever kind or character arising as a result of any event or condition, or action or inaction of the Buyer Released Parties, from the beginning of time until Closing, whether known or unknown, absolute or contingent, both at law and in equity, which such Seller Related Person ever had, now has, or ever may have, against any Buyer Released Party, including in any Seller Related Person’s capacity as a direct or indirect equityholder of the Company or the Subsidiaries prior to Closing and pursuant to any Contract between any Seller Related Person and a Buyer Released Party (as to each Seller Related Person, such Seller Related Person’s “Seller Related Person Claims”); provided, however, that Seller Related Person Claims shall not include any claims pursuant to this Agreement or any Transaction Documents. (b) No Seller has instituted, and will not institute, any Legal Proceeding against any Buyer Released Party with any Governmental Authority or otherwise, based on events occurring on or prior to the Closing Date in relation to any matter released or purported to be released hereunder. No Seller has assigned, and will not assign, any Seller Related Person Claim and has not authorized, and will not authorize, any other Person to assert any Seller Related Person Claim on its or their behalf. (c) Each of the Sellers expressly acknowledges that the release provided under this Section 8.5 is intended to include in its effect all claims within the scope of this release that the Sellers do not know or suspect to exist in their favor at the time of execution hereof, and that this release contemplates the extinguishment of any such claim or claims. (d) Each of the Sellers is aware that statutes exist that render null and void or otherwise affect or may affect releases and discharges of any claims, rights, demands, Liabilities, Legal Proceedings and causes of action that are unknown to ...

Release by Sellers. For the consideration and mutual promises specified herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Sellers hereby release and discharge the Company and all of its successor(s), predecessor(s)-in-interest, subsidiaries, related and affiliated companies and entities, and each of the foregoing companies’ and entities’ respective divisions, officers, directors, shareholders, agents, employees, representatives, and independent contractors, past, present or future (“Company’s Released Parties”) from all obligations, debts, liabilities, torts, covenants, contracts or causes of action of any kind whatsoever, at law or in equity, whether known or unknown that any Seller may have against the Company’s Released Parties as of the Closing Date, except that any matter related to the enforceability or performance of this Agreement is not released.

Release by Sellers. Each Seller, as of the Closing Date, shall release ------------------ and discharge Company from all actions, claims or demands of every kind and nature which any of the Sellers have or may have against Company whether based upon contract or otherwise, arising before the execution of this Agreement. Nothing contained herein shall constitute a release of any rights of the Sellers arising under this Agreement, of any claims under any Employee Benefit Plans currently maintained by Company, or with respect to anything which may occur after the Closing Date.

Release by Sellers. Effective as of the Closing, each of the Sellers hereby releases the Company, its successors and assigns and its Affiliates, directors and officers from any claim, demand, lien, liability, debt, right, set-off, trespass, tort, wrong, covenant, action, suit, expense, damage, judgment, order and liability of whatever kind or nature, in law or in equity, under contract, in tort, by statute or otherwise, whether known or unknown, vested or contingent, suspected or unsuspected and whether or not concealed or hidden, that were or could have been asserted in any suit, arbitration or mediation, in any jurisdiction, state, federal or otherwise, under any law, state, federal or otherwise, arising out of or relating to, in whole or in part, any action, omission, incident, event, fact or circumstance existing or occurring on or prior to the Closing Date (collectively, “Claims”) and relating to (i) any claim that such Seller or any Affiliate or Family Member of such Seller has any right to acquire (by purchase or otherwise) any Equity Interest in the Company or any subsidiary of the Company, receive any bonus or similar amount from the Company or any subsidiary of the Company (other than with respect to bonus plans identified on Schedule 3.14 hereto) or acquire any asset of the Company or any subsidiary of the Company, other than in the case of any Phantom Plan Participants, the payments to be made pursuant to the Phantom Plan Payment Agreement, in the case of Xx. Xxxxxxxxx, payments to be made pursuant to the Consulting Agreement, and, in the case of ELT, any claims arising under any Contractual Obligation to which ELT is a party and disclosed in Section 3.16 of the Company Disclosure Schedule, and (ii) any Claims relating to the bonuses paid pursuant to Section 7.1(b) below or the share transfers described in Section 7.1(c) below or related to the payments to be made pursuant to the Phantom Plan Payment Agreement (other than, with respect to any Seller that is a Phantom Plan Participant, any claim for payment under the Phantom Plan Payment Agreement).

Release by Sellers. Except as provided in Section 3.4 below, ------------------ the Sellers and the CIVC Representatives (on behalf of themselves and each of their successors, assigns and Affiliates), hereby release, acquit and discharge Purchaser, Teletouch and each of their personal representatives, affiliated companies, employees, former employees, agents, attorneys, certified public accountants, financial advisors, legal representatives, general partners, limited partners, officers, directors, shareholders, successors, and assigns including Xxxxxx X. XxXxxxxx (the "Other Parties"), of and from any and all existing known and unknown claims, demands, and causes of action for all existing known and unknown damages (including, without limitation, punitive and exemplary damages) and remedies, which have accrued or may accrue to any of the Sellers or CIVC Representatives on account of any matter related to the Teletouch Securities or any Seller's or CIVC Representative's relationship with Teletouch as a holder of the Teletouch Securities or, subject to Section 3.4, as an owner, director or officer or former owner, director or officer of Teletouch, including but not limited to, all claims, demands, and causes of action of any nature, whether in contract or in tort, whether based upon intentional or non-intentional conduct, or arising under or by virtue of any statute or regulation, that are now recognized by law or that may be created or recognized in the future by any manner, including but not limited to causes of action for: all actual damages, all exemplary and punitive damages, all penalties of any kind, any claim of injury, including claims of breach of fiduciary duty, attorneys fees, expenses, and prejudgment and post-judgment interest, whether arising before or after the Closing Date and whether such claims are heretofore or hereafter accruing, whether asserted or unasserted, known or unknown, that any Seller or CIVC Representative now have or in the future may have against Purchaser, Teletouch and the Other Parties (collectively, the "Released Parties"), other than any breach of this Release.

Release by Sellers. Effective as of the Closing, each Seller, on behalf of itself and its Subsidiaries and Affiliates and each of their respective directors, officers, shareholders, managers, members, partners, principals, employees, agents, Representatives, heirs, predecessors, successors and assigns (each, a “Seller Releasing Party”), hereby (i) voluntarily and knowingly releases, remises, acquits and forever discharges Biota, Anaconda, any Person who controls (as such term is defined in Section 15 of the Securities Act) any of the foregoing, and their respective directors, officers, shareholders, managers, members, partners, principals, employees, Affiliates, agents, Representatives, heirs, predecessors, successors and assigns from any and all Damages, whether known or unknown, certain or speculative, asserted or unasserted, that any Seller Releasing Party may have had prior to, or has as of, the Closing or that arise in the future based on events occurring prior to or as of the Closing, including with respect to any rights contained in the Shareholders Agreement and including with respect to any liquidation right or preference any Seller may be entitled to under the Bylaws (the “Released Damages”); (ii) expressly waives any defense that the release provided under this Section 7.2 does not extend to Damages such Seller Releasing Party did not know or suspect to exist on the Closing Date; (iii) represents and warrants that none of the Released Damages of such Seller Releasing Party has been sold, assigned or transferred to any other Person; and (iv) agrees and covenants not to commence or cause to be commenced any Proceeding seeking Damages or remedies of any kind based on, related to or arising from the Released Damages; provided, however, that the Released Damages do not include any Damages by any of the Seller Releasing Parties related to (a) the payment of the Total Consideration subject to the terms and conditions of this Agreement, or (b) subject to the terms and conditions of this Agreement, the enforcement of, or the exercise of any rights and remedies, if any, under any provisions of this Agreement, any exhibit to this Agreement or any document delivered in connection with this Agreement.

Release by Sellers. 9.1 Each of the Sellers confirms that he has no claim (whether in respect of any breach of contract, compensation for loss of office or monies due to him or on any account whatsoever) outstanding against the Company or any Subsidiary or against any of the shareholders, directors, officers, employees or professional advisers of the Company or any Subsidiary and that no agreement or arrangement (including any contract of employment) is outstanding under which the Company or any Subsidiary or any of such persons has or could have any obligation of any kind to him, except: 9.1.1 as may arise under the terms of this Agreement; 9.1.2 in the case of certain Sellers, the contracts of employment or service agreements of such Sellers with the Company or the Subsidiaries (as the case may be); 9.1.3 in relation to the accrual of any remuneration (of any kind, including salary, commission, bonus payments and pension contributions) to the relevant Sellers in accordance with their contracts of employment or service agreements, in each case in respect of the latest relevant remuneration period; and 9.1.4 any amounts due to any of the relevant Sellers in respect of the reimbursement of expenses in accordance with the terms of their contract of employment or service agreements and the Company or Subsidiaries' expenses policy. 9.2 To the extent that any such claim or obligation exists or may exist, each of the Sellers irrevocably and unconditionally waives such claim or obligation and releases the Company and each Subsidiary and any such other persons from any liability whatsoever in respect of such claim or obligation. 9.3 The Company, the Subsidiaries and any shareholder, director, officer, employee or professional adviser of the Company or any Subsidiary may enforce the terms of Clauses 9.1 and 9.2 in accordance with the Contracts (Rights of Third Parties) Xxx 0000, provided always that, as a condition thereto, any such third party shall: 9.3.1 obtain the prior written consent of the Buyer; and 9.3.2 not be entitled to assign its rights under this Clause 9.