Release by the Seller. (a) Effective as of the Closing, the Seller agrees not to sue and fully releases and discharges the Company and the Buyer, inclxxxng, without limitation, their directors, officers, employees, equity holders, representatives, agents, assigns and successors, past and present (collectively "Releasees"), with respect to and from any and all claims, issuances of the Company's stock, notes or other securities, any demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which the Seller now owns or holds or has at any time owned or held against Releasees, in each case solely with respect to matters relating to the Company; provided, however, that nothing in this Section 3(a) waives, releases or restricts in any manner:
(i) any claims the Seller may have against the Buyer under, or any rights against the Buyer arising out of, this Agreement, the Stock Purchase Agreement or other agreements, instruments and documents delivered pursuant to this Agreement or the Stock Purchase Agreement; and
(ii) any rights of the Seller to receive any accrued but unpaid salary or vested benefits, including but not limited to vacation pay, sick leave, personal leave or any other rights to salary and benefits under and in accordance with the terms of any existing employment agreement or Employee Benefit Plan disclosed in or pursuant to the Stock Purchase Agreement or, if applicable, under any new employment agreement entered into by the Seller and the Company to become effective on the Closing Date. The release contained in this Section 3(a) is expressly intended for the benefit of each of the Releasees and their affiliates and shall be enforceable by any one or more of the Releasees and their affiliates, in addition to each of the parties to this Agreement. Seller hereby acknowledges that each other stockholder of the Company who enters into an agreement in the same form as this Agreement is doing so in reliance upon the Seller's release in this Section 3(a).
(b) It is the intention of the Seller that such release be effective as a bar to each and every claim, demand and cause of action hereinabove specified.
(c) Nothing in this Section 3 shall in any way affect any rights that the Seller may have against the Buyer under this Agreement, th...
Release by the Seller. Effective upon the Closing, the Seller, for itself and its Affiliates and their respective successors and assigns, hereby fully and unconditionally releases and forever discharges and holds harmless the Company and its directors, officers, employees, agents, Affiliates, successors and assigns from any and all claims, demands, losses, costs, expenses (including reasonable attorneys’ fees and expenses), liabilities or damages of every kind and nature whatsoever, whether now existing, known or unknown, which arises relating to events that occurred from the beginning of time through the Closing relating exclusively to the Company or the Business, that the Seller or any of its Affiliates may now have or may hereafter claim to have against the Company or any of such directors, officers, employees, agents, Affiliates, successors or assigns, other than those demands, losses, costs, expenses (including reasonable attorneys’ fees and expenses), liabilities or damages arising from or relating to this Agreement, any of the instruments or documents executed and delivered in connection herewith or any of the transactions contemplated hereby or thereby .
Release by the Seller. Seller, on behalf of itself and its respective successors, affiliates, subsidiaries, officers, directors, partners, members, managing members, managers, trustees, beneficiaries, employees, agents, representatives, attorneys and any other advisors or consultants (the “Seller Releasors”), hereby do remise, release and forever discharge, and covenant not to sxx or take any steps to further any claim, action or proceeding against the Company and its successors, affiliates, subsidiaries, officers, directors, partners, members, managing members, managers, trustees, beneficiaries, employees, agents, representatives, attorneys and any other advisors or consultants (the “Company Releasees”), and each of them, from and in respect of any and all claims and causes of action, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, which the Seller has, had or may have against the Company Releasees, or any of them, of any kind, nature or type whatsoever, up to the date of this Agreement, except that the foregoing release does not release any rights and duties under this Agreement or any claims the Seller Releasors may have for the breach of any provisions of this Agreement.
Release by the Seller. The Seller, as of the Closing Date, hereby releases and discharges each Target and its employees, owners, assets, members, managers, officers and directors from, and agrees and covenants that in no event will the Seller commence any litigation or other legal or administrative proceeding against such Target or any of its employees, owners, assets, members, managers, 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 Target Membership Interests or any employment or consulting relationship (other than for disclosed wages or employee benefits accrued but not yet paid, or under debts for borrowed money as listed on Schedule 8.6 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 member, voting, preemptive, buy-sell, first refusal or similar rights, employment or consulting rights, by agreement or statute, of the Seller, shall terminate as to securities of each Target and as to each Target.
Release by the Seller. In consideration of the matters referenced in this Agreement, the Seller on behalf of itself and its Related Parties, hereby forever release, discharge, cancel, waive, and acquit the Company and its Related Parties of and from any and all Claims, which the Seller has, had or may hereafter have against the Company or any of its Related Parties arising out of, or by reason of, any cause or matter, existing as of the date of this Agreement, whether known to the Seller at the time of execution of this agreement or not, provided, however, that this release shall not apply to any breaches by the Company or its Related Parties of this Agreement.
Release by the Seller. In consideration for the Aggregate Merger Consideration and other good and valuable consideration, effective upon the Closing, the Seller, for itself and its successors and assigns, hereby fully and unconditionally releases and forever discharges the Company from any and all claims, demands, losses, costs, expenses (including reasonable attorneys’ fees and expenses), obligations, Liabilities and/or damages of every kind and nature whatsoever, whether now existing, known or unknown, relating in any way, directly or indirectly, to the Company, this Agreement or the transactions contemplated hereby, that the Seller may now have or may hereafter claim to have against the Company or any of its directors, officers, employees, agents, Affiliates, successors or assigns; provided, that the foregoing release will not affect any obligations of the Buyer or the Surviving Corporation to the Seller under this Agreement.
Release by the Seller. The Seller, on its own behalf, and on behalf of its heirs, family members, executors, and assigns, hereby fully and forever waives and releases the Purchaser and the Company and its officers, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, from, and agrees not to xxx concerning, any claim, duty, obligation, liability or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Seller may possess arising from any omissions, acts or facts that have occurred up until and including the date of this Agreement, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law. The Seller represents and warrants that it has the capacity to act on its own behalf and on behalf of all who might claim through it to bind them to the terms and conditions of this Agreement. The Seller represents and warrants that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.
Release by the Seller. The Seller, for itself, its legal representatives, successors, and assigns hereby fully, finally, and forever releases and discharges the Purchaser and its shareholders, officers, directors, affiliates, agents, and employees and their respective heirs, legal representatives, executors, administrators, successors, and assigns of and from any and all claims, actions, and causes of action and damages of every kind, whether known or unknown, whether contingent or matured, relating in any manner to the ownership by the Seller of the Preferred Stock and the sale of the Preferred Stock.
Release by the Seller. The Parent and the Seller hereby unequivocally release and discharge the Shareholders and the Original Owner, any and all of its Affiliates, officers, directors, employees, agents, trustees, advisors, administrators, successors and assigns, from and against any and all actions, causes of action, choses in action, cases, suits, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, injuries, xxxxx, damages, judgments, remedies, executions, claims, demands, liens, obligations and other liabilities whatsoever, in law or equity or otherwise, whether currently known or unknown, which the Seller and its Affiliates, agents, trustees, advisors, administrators, successors and assigns, ever had or now have, either for themselves or as an assignee or otherwise, for, upon or by reason of any matter, cause or thing whatsoever arising from the beginning of time to the date of this Agreement for any matter or thing whatsoever, including, any matter related to, or arising in connection with the Asset Purchase Agreement or any other agreements entered into in connection with the Asset Purchase Agreement, except for any claims, liabilities and damages arising out of or relating to any breach of this Agreement.
Release by the Seller. In consideration of the covenants and conditions herein set forth and other good and valuable consideration, including timely compliance by Buyer of its payment obligations under the Stock Purchase Agreement, and full and final relinquishment of any possession, ownership right, title, or interest in in any and all stock in RMC, and in full settlement of any and all claims or demands of every kind and nature the Seller ever had, have or may have against Buyer, for any and all claims, demands, agreements, contracts, covenants, actions, suits, causes of action, obligations, controversies, debts, stock, costs, expenses, accounts, damages, judgments, losses and liabilities of whatever known or unknown, whether or not concealed or hidden, which the Seller had, may have had, now or can, shall or may have including, but not limited to, those relating to the issues raised in the Litigation, for and on behalf of themselves and their present and former affiliates and subsidiary corporations and divisions, if any, and their respective attorneys, directors, stockholders, members, officers, employees and agents and their respective heirs, executors, administrators, predecessors, guarantors, successors and assigns, effective on the day of execution of this Agreement, do hereby fully and forever remise, release and discharge Buyer and their present and former affiliated and subsidiary corporations and divisions, and their respective attorneys, directors, owners, managers, stockholders, officers, employees and agents, and their respective heirs, executors, administrators, predecessors, successors and assigns, except as to the terms of this Settlement Agreement, the Stock Purchase Agreement and Escrow Agreement, which three documents are expected to be executed contemporaneously, as well as all other documents or terms ancillary thereto (“Settlement Documents”). Notwithstanding the foregoing, the terms of this Release shall be null and void in the event the purchase of Seller’s shares from Buyer is not consummated pursuant to the expressed terms of the Stock Purchase Agreement.
