Release by Sellers Sample Clauses
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Release by Sellers. (a) Except as hereinafter provided, each Seller, on such Seller’s own behalf and on behalf of its respective parents, subsidiaries, affiliates, officers, directors, agents, employees and its or their respective successors and assigns (collectively with such Seller, the “Releasors”), effective on the Closing Date, irrevocably and unconditionally releases, waives and forever discharges the Buyer and the Parent and each of the Company, the Operating Subsidiary, the other Group Companies, and their respective officers, directors, partners, predecessors, affiliates, agents and employees and their respective successors or assigns (collectively, the “Releasees”), from any and all actions, causes of action, suits, debts, covenants, contracts, claims, demands, damages, losses, costs, expenses, penalties, rights, remedies and liabilities or proceedings of any nature of whatsoever kind or nature, in law or equity, past or present, known or unknown, that they have ever had from the beginning of time, now have, or hereafter can, will or may have or in the future may assert, whether known or unknown, fixed or contingent (collectively, “Claims”) against any Releasee, but only to the extent arising from any act, omission, event or transaction occurring on or prior to the Closing, including the ownership of the Shares by such Seller (collectively, the “Released Claims”). For the avoidance of doubt, this Section 6.15 does not release the Releasees with respect to claims arising out of, based on or resulting from (i) this Agreement or (ii) if a Seller is an employee of the Company, any Claims for salary or wages due to such Seller solely in such employee capacity or (iii) if a Seller is now or has been at any time prior to the Closing Date an officer or director of any of the Group Companies, or who, while a director or officer of any of the Group Companies, is or was serving at a Group Company’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, as to claims of indemnification, advancement of expenses or exculpations to the extent such indemnification, advancement or exculpation is required under arrangements identified in Section 6.6(a).
(b) Each Seller represents and warrants that there has been no sale, assignment, transfer, encumbrance, pledge or any other disposal of any interest in any Released Claim.
(c) Each Seller hereby expressly...
Release by Sellers. Subject to payment of the Closing Payment in accordance with Section 4, effective as of the Closing, each of the Sellers, on behalf of such Seller and any of such Seller’s agents, attorneys, advisors, representatives, successors and assigns (each, a “Seller Releasing Party”, and, collectively, the “Seller Releasing Parties”), hereby irrevocably and forever releases, waives and discharges each of the Holdings, Entravision and their Affiliates and each of their respective past, present and future directors, officers, managers, employees, members, partners, securities holders, agents, attorneys, advisors, representatives, successors and assigns (each, an “Entravision Released Party”, and, collectively, the “Entravision Released Parties”) of and from any and all debts, losses, costs, bonds, actions, causes of action, liabilities, taxes, contributions, attorneys’ fees, interest, damages, punitive damages, expenses, claims, potential claims, counterclaims, cross-claims and demands, in law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, any Seller Releasing Party had, presently has or may hereafter have or claim or assert to have against any of the Entravision Released Parties including any and all matters arising out of or related to the Purchase Agreement or the Earn-Out Agreement (the “Seller Released Claims”). Each of the Sellers, on behalf of himself and the other Seller Releasing Parties, hereby represents to the Entravision Released Parties that such Seller Releasing Party: (i) has not assigned any Seller Released Claims, (ii) fully intends to release all Sellers Released Claims against the Entravision Released Parties, and (iii) has consulted with counsel with respect to the execution and delivery of this general release and has been fully apprised of the consequences hereof. Furthermore, each Seller Releasing Party agrees not to, and will cause its Affiliates not to, institute any action against any Entravision Released Party with respect to any Seller Released Claim. Each Seller Releasing Party hereto acknowledges, on behalf of itself and its Affiliates, that it has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND ...
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 ▇▇. ▇▇▇▇▇▇▇▇▇, 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. 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. (A) In exchange for, and in consideration of, the benefits, and other commitments set forth in this Agreement, the Sellers and their respective heirs, executors, administrators, and assigns (each, a “Releasor” and collectively, the “Releasors”), hereby fully releases, acquits, and forever discharges the Corporation and each of its predecessors, successors and assigns, parent corporations, subsidiary corporations, affiliated corporations, and the officers, directors, shareholders, partners, employees, attorneys and agents, past and present, of each of the aforesaid entities (“Corporation Releasees”) of and from any and all claims, liabilities, causes of action, damages, costs, attorneys’ fees, expenses, and compensation whatsoever, of whatever kind or nature, in law, equity or otherwise, whether known or unknown, vested or contingent, suspected or unsuspected, that Releasors may now have, have ever had, or hereafter may have, however, only for any matters that arose prior to the Effective Date of this Agreement (the “Claims”), including, but not limited to all state or local statutes, ordinances, or regulations, as well as all claims arising under federal, state, or local law involving any tort, employment contract (express or implied), any other contract that governed the relationship between the Parties at any time (including, but not limited to, the Founders Agreement), public policy, wrongful discharge, or any other claim. To the extent that any claims arising out of Sellers’ employment was not released through the Mutual Termination and Release Agreement dated August 1, 2020, which is incorporated herein by reference, Sellers acknowledge, confirm and agree that all such claims are released herein. Without limitation of the above, RSmith and CMiller do hereby specifically release the Corporation Releasees and waive all rights as against the Corporate Releasees, from and against any and all obligation to indemnify and/or pay to or on behalf of, RSmith and CMiller, any past, present or future amounts, costs and expenses, including legal fees, to which they may otherwise be entitled, if at all, under the Nevada Revised Statutes, otherwise under applicable governing laws, or otherwise under the governing instruments of the Corporation, arising from or relating to any period of time during which RSmith and/or CMiller was as an officer, director or direct or indirect shareholder of the Corporation.
(B) The Sellers acknowledge, confirm and agree that no Seller...
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. 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 undersigned Seller, on behalf of himself or itself and, as applicable, his heirs and assigns (each, a “Seller Releasing Party”), does hereby expressly remise, release and forever discharge the Company and each of its affiliates and subsidiaries and each of the direct and indirect equity owners, officers, directors, employees, agents and control persons of each of the foregoing entities (each, a “Company Released Party”) from any and all claims, rights, causes of action, suits, obligations, debts, demands, arrangements, promises, liabilities, controversies, costs, expenses, fees or damages of any kind, whether known or unknown, accrued or not accrued, foreseen or unforeseen or matured or not matured (collectively, “Claims”) (including for breach of fiduciary duty or usurpation of corporate opportunity) any Seller Releasing Party ever had, now has or hereafter may have against any Company Released Party upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the date hereof including with respect to a pending litigation in which Cypress Holdings, III, L.P. is the plaintiff and the Company and the Sellers are co-defendants, other than any rights and obligations of such Seller under 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) ▇▇▇ ▇▇▇▇, 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.