Release by Shareholders. Shareholders, as of the Closing Date, hereby ----------------------- release and discharge Acorn and its officers and directors from, and agree and covenant that in no event will Shareholders commence any litigation or other legal or administrative proceeding against, Acorn or any of its officers or directors, either in law or equity, relating to any and all claims and demands, known and unknown, suspected and unsuspected, disclosed and undisclosed, for damages, actual, consequential, or otherwise, past, present and future, arising out of or in any way connected with their ownership of the equity securities of Acorn or any employment or consulting relationship (other than for wages or employee benefits accrued but not yet paid, or under debts for borrowed money as listed on a Schedule hereto) prior to or at the Closing Date. Except for this Agreement and the agreements entered into hereunder, as of the Closing without further action, all shareholders, voting, preemptive, buy-sell, first refusal or similar rights, employment or consulting rights, by agreement or statute, of a Shareholder of Acorn, shall terminate as to securities of Acorn and as to Acorn. This Section shall in no way release, waive or extinguish claims that any Shareholder or Acorn has or will have against Intek arising in the past, present or future, including under this Agreement and the agreements entered into hereunder.
Release by Shareholders. As partial consideration for this ----------------------- Agreement, and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, subject to and effective upon the Closing, each of the Shareholders, on behalf of themselves and their respective successors, assigns, legal representatives, executors, administrators and estates, representatives, agents, financial advisors and attorneys (collectively, the "Releasors"), hereby unconditionally remises, releases and forever discharges the Company and its successors and assigns and all of their respective officers, directors, stockholders, agents and advisors (collectively, the "Company Releasees") from any and all debts, demands, actions, causes of action, suits, assessments, contracts, obligations, losses, damages and other claims and liabilities, in law or in equity, which any of the Releasors now has or ever had, whether known or unknown, against the Company Releasees, or any of them, from the beginning of the world to the date hereof for or by reason of any event, occurrence, matter, cause or thing whatsoever, including, without limitation, any and all Indebtedness, compensation, dividends, distributions or other amounts of any nature owed or alleged to be owed by the Company to such Shareholder, whether in their capacity as an employee, consultant or stockholder of the Company or otherwise.
Release by Shareholders. Each of the undersigned Shareholders hereby irrevocably waives and releases (a) Synergy or any of the Acquired Subsidiaries (or any of their respective successors and assigns) and their respective officers, directors, employees, stockholders, agents and affiliates officers, directors, agents or representatives; (b) each of the Pension Plans; and (c) each of the Pension Plan Fiduciaries (collectively the “Released Parties”) from each and every claim, demand, account, debt, obligation, representation and each and every right and cause of action whatsoever (known or unknown, suspected or unsuspected), whether at law or in equity, that Shareholder or its successors, assigns, subsidiaries or affiliates now has or ever had, or that that Shareholder or its successors, assigns, subsidiaries or affiliates may hereafter have or assert against the Released Parties from the beginning of the earth until the date hereof, arising out of any act, transaction, matter or thing.
Release by Shareholders. As of the date of the final payment to a Shareholder hereunder, such Shareholder absolutely and unconditionally, releases and forever discharges the Company and its shareholders, directors, officers, employees, agents, attorneys, predecessors prior to conversion to a corporation, successors and assigns, of and from any and all claims, demands, obligations (other than the payment obligations hereunder), interests, suits, actions or causes of action, at law or in equity, whether arising by contract, statute, common law or otherwise, both direct and indirect, known or unknown, of whatsoever kind or nature, arising or accruing on or prior to the date of such payment.
Release by Shareholders. Each Shareholder shall execute and deliver to HumaScan a certificate acknowledging and agreeing that, except as set forth in this Agreement, each Company has no obligation or duty to their respective Shareholders (or any of its affiliates) now owing or to become due and that each such Shareholder has no rights with respect to any assets or securities of the Company;
Release by Shareholders. Except as to such rights or claims as may be created by this Agreement or any agreement executed by the Parties pursuant to this Agreement, and subject to and conditioned upon the Release by Parent and Antero contain herein, each Shareholder for him or herself, hereby discharges and releases Parent and Antero, and its current and former officers, directors, employees, shareholders, note holders, attorneys, assigns, agents, representatives, predecessors and successors in interest, from any and all claims, demands, obligations, or causes of action heretofore or hereafter arising directly or indirectly out of, connected with, or incidental to the Shareholders’ relationship with Parent and Antero, prior to the effective date hereof.
Release by Shareholders. 49 13.8 Survival of Representations..................................................................... 49 13.9
Release by Shareholders. As an inducement for Loraca to enter into this Agreement and as consideration therefor, and for other good and valuable consideration, and with the intention of binding the Shareholder's heirs, executors, legal representatives, and assigns, each of the Shareholders hereby fully, completely, and irrevocably forever, expressly releases and discharges Lexus, Loraca, and their prior and present officers, directors, employees, agents, legal representatives, receivers, trustees, and assigns from all claims of whatever nature, demands, actions, judgments, damages, and executions, except for each Shareholder's rights granted under this Agreement and the related documents and for any accrued but unpaid salary through the Closing, that each Shareholder hereby ever has, or now has, or may have, or that anyone claiming through or under him or her may have, or claim to have against Lexus, Calumet, Loraca, or their past or present officers, directors, employees, agents, legal representatives, receivers, trustees, or assigns.
Release by Shareholders. Effective at Closing, each Shareholder hereby releases and waives all claims he now has against BYA, or the Shares for any past compensation, bonus, distribution, dividend, or other consideration or claim for payment from any cause that may have otherwise been due such Shareholders at the time of Closing, except that Xxxxx Xxxxxx does not waive his right to payment under the BYA 401(k) profit sharing plan and neither of the Shareholders waives any right to payment under BYA's pension plan.
Release by Shareholders. (a) Each of the Shareholders finally and forever releases Parent, Purchaser and the Companies, and their respective successors, assigns, officers, directors, agents, servants, employees and all Affiliates and Subsidiaries, past and present, of Parent, Purchaser and the Companies, from all agreements, commitments, indebtedness, obligations and claims existing as of the date hereof or which, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, may exist after the date hereof, except to the extent such agreements, commitments, indebtedness, obligations and claims are contemplated by this Agreement. In addition, each of the Shareholders hereby acknowledges and agrees that this release extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, except to the extent such claims are contemplated by the Agreement. Each of the Shareholders acknowledges his, her or its understanding that the facts in respect of which this release is given may hereafter be determined to be other than or different from the facts now known or believed by such Shareholder, and each of the Shareholders hereby accepts and assumes the risks of the facts being different and agrees that this release shall be and remain, in all respects, effective and not subject to termination or rescission by reason of any such difference in facts. Specifically, each Shareholder hereby expressly waives any and all rights under Section 1542 of the California Civil Code, which reads in full as follows:
