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. (a) Anything contained herein to the contrary notwithstanding, upon receipt by each Shareholder of the consideration to be received by such Shareholder pursuant to Section 1., each such Shareholder hereby agrees, solely in his or her capacity as a shareholder of the Company, and not as an employee or in any other capacity, that (without any further action on the part of such Shareholder) the Company (for the benefit of the Company, the Investors and their respective parents, subsidiaries, Affiliates, divisions and predecessors and their past and present directors, officers, employees and agents, and each of their respective successors, heirs, assigns, executors and administrators (collectively, the "Released Persons")) shall be irrevocably released and forever discharged of and from all manner of action and actions, cause and causes of action, suits, rights, debts, dues, sums of money, accounts, bonds, bills, covenants, Contracts, controversies, omissions, promises, variances, trespasses, damages, liabilities, judgments, executions, claims and demands whatsoever, in law or in equity which against the Released Persons such Shareholder ever had, now has or which he or it hereafter can, shall or may have, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter or cause relating to such Shareholder's interest as a shareholder in the Company and arising at any time on or prior to the Closing, including the consummation of the Transactions.
(b) Each Shareholder specifically represents and warrants to the Released Persons that he or it has not assigned any such claim set forth in paragraph (a) above, and agrees to indemnify and hold harmless the Released Persons from and against any and all Losses arising from or in any way related to (i) any such assignment, and (ii) any action by any third party arising from or in any way related to the relationship among such Shareholders and the Released Persons, which is the subject of this Section 7.6.
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. 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. (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:
Release by Shareholders. Subject to paragraph 4 of this Release, each of Waidmann and Miller, for himself and his heirs, personal represxxxxxxxxs, sucxxxxxxs and assigns, does hereby release and forever discharge MDSI, each Affiliate of MDSI and their respective shareholders, officers, directors, employees and agents (and their respective heirs, executors, administrators, successors and assigns, as the case may be) (hereinafter collectively referred to as the "MDSI Released Parties") of and from all manner of actions, causes of action, suits, debts, sums of money, accounts, covenants, controversies, agreements, promises, guarantees, obligations, damages, judgments, claims and demands, whatsoever, in law or in equity, which Waidmann or Miller now has, or ever had, or which Waidmann or Milxxx xxx be xxxxxxed to assert, against the MDSI Xxxxxxxx Parxxxx, or any of them, which arise out of or are in any way related to the Merger Agreement and the other agreements and instruments executed in connection therewith, including but not limited to the agreements and instruments listed on Schedule 1 attached hereto (the "Terminated Agreements"), or to the employment of Waidmann and Miller by MDSI or any Affiliate, or to any other xxxxxxxxion bexxxxx any of the MDSI Parties, on the one hand, and Waidmann or Miller, on the other hand. The term "Affiliate" means xxx xxxxon xxxxxxlling, controlled by or under common control with MDSI (but such term excludes Connectria). Without limiting the generality of the foregoing, such release includes the release of claims for any breach of Waidmann's or Miller's Employment Agreement or any implied xx xxxxx xxpresx xxxxxyment contract, claims for unlawful discharge, claims alleging a violation of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. ss.621, et seq., the Missouri Human Rights Act, the Conscientious Employee Protection Act or similar statutes, or claims pursuant to any other federal, state or local law regarding discrimination based on race, age, sex, religion, marital status, disability, national origin, or other protected categories, claims for alleged violation of any other local, state, or federal law, regulations, ordinance or public policy having any bearing whatsoever on the terms or conditions of Waidmann's or Miller's employment with MDSI or any Affiliate of MDXX, xxx xxaims xxxxxxxt to common law.
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. 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. Shareholders hereby release and discharge Parent and Sub and each of 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, Parent, Sub or any of their officers or directors, whether in law or equity, relating to any and all claims and demands, known and unknown, suspected and unsuspected, disclosed and undisclosed, for damages, actual or consequential, past, present and future, arising out of or in any way connected with their ownership or alleged ownership of Target Common Stock prior to the Effective Time, other than claims or demands arising out of the transactions contemplated by this Agreement.
