Release by the Sellers. Effective upon the consummation of the Minority Purchase pursuant hereto, each Seller, on behalf of itself and its successors and assigns, releases, acquits and forever discharges each Company, each of its current and former members, Parent OP, Purchaser and each of their respective Affiliates (including subsidiaries and controlling Persons) and each of their respective directors, officers, employees and agents in their capacities as such, and each of their respective successors and assigns (collectively, the “Company Released Parties”) from any and all claims, demands, damages, actions, causes of action, rights, costs, losses, expenses, compensation or suits in equity, of whatsoever kind or nature, in contract or in tort, that such Seller might have (a) because of anything done, omitted, suffered or allowed to be done by such Company Released Parties prior to the Closing, or (b) in connection with or by reason of the Governing Documents of such Company or the transactions contemplated by this Agreement or by the Contribution Agreement, in each case whether heretofore or hereafter accruing, whether foreseen or unforeseen or whether known or unknown to the parties, including, without limitation, any matters that may be the subject of a claim for indemnification, contribution or other relief from such Company pursuant to the Governing Documents of such Company (“Company Released Matters”). Notwithstanding the foregoing, the following shall not constitute Company Released Matters: (i) any claims against a Company Released Party under this Agreement; or (ii) any claims against a Company Released Party for the actual and intentional fraud of such Company Released Party. Effective upon the consummation of the Minority Purchase pursuant hereto, each Seller further agrees never to commence, aid or participate in a manner adverse to any Company Released Party in any legal action or other proceeding based in whole or in part upon any Company Released Matters relating to such Seller. Each Seller acknowledges that this release shall apply to all unknown or unanticipated results of any action of any Company Released Party, as well as those known and anticipated. Each Seller has provided the release in this Article VI voluntarily, with the intention of fully and finally extinguishing all Company Released Matters. Effective upon the consummation of the Minority Purchase pursuant hereto, each Seller acknowledges and agrees, individually and not jointly, that such Seller s...
Release by the Sellers. Effective upon the Closing, each Seller, for itself and its successors and assigns, hereby fully and unconditionally releases and forever discharges and holds harmless the Company and its subsidiaries and their respective directors, officers, managers, employees, agents, Affiliates, successors and assigns 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, that such Seller may now have or may hereafter claim to have against the Company or any of its subsidiaries or any of such directors, officers, managers, employees, agents, Affiliates, successors or assigns, relating to events or circumstances existing or occurring on or prior to the Closing Date and that relate in any way, directly or indirectly, to the Company or any of its subsidiaries, this Agreement or the transactions contemplated hereby; provided, however, that the foregoing release will not affect any obligations of the Buyer to the Sellers under this Agreement, the Ancillary Documents or the Buyer Documents; provided further, that the foregoing release does not apply to the rights any Seller or any of its Affiliates may have (a) in its capacity as a lender under the Credit Agreement, dated as of February 9, 2005, by and among the Subsidiary, Antares Capital Corporation, Keybank National Association and the other financial institutions party thereto, including all amendments, extensions, renewals and modifications thereto (the “Credit Agreement”), and the documents, instruments and agreements entered into in connection with such Credit Agreement, or (b) under the Note and Warrant Purchase Agreement, dated February 9, 2005, by and among the Company, the Subsidiary, the Warrantholder and Xxxxx Capital Incorporated, including all amendments, extensions, renewals and modifications thereto (the “Note and Warrant Purchase Agreement”), and the documents, instruments and agreements entered into in connection with such Note and Warrant Purchase Agreement.
Release by the Sellers. Each of the Sellers, 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 xxx 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 all or any of the Sellers have, 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 Sellers. Sellers hereby release and discharge Purchaser and the Company and each of their officers and directors from all claims, whether in law or equity, known and unknown, any of them now has, has ever had or may hereafter have against the Company 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, (including, but not limited to, any rights to dividends, distributions or other payments, obligations, or reimbursement from the Company or any of its subsidiaries) other than claims or demands arising out of or related to the transactions contemplated by this Agreement. For the avoidance of doubt, this release (a) is not prospective and is not intended to release any claims of any type against any individual for any matter, cause or event that arises or occurs after the Closing, and (b) does not release any Party for fraud or criminal activity.
Release by the Sellers. For the benefit of the Company and CNET, effective upon the Closing, each of the Sellers, for himself and his heirs, executors, administrators, successors and assigns, hereby fully and unconditionally release and forever discharge and hold harmless the Company and its employees, officers, directors, successors and assigns 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 or known, relating in any way, directly or indirectly, to facts and circumstances that occurred or existed prior to the Closing with respect to the Company, this Agreement or the transactions contemplated hereby, that such Seller may now have or may hereafter claim to have against the Company or any of its employees, officers, directors, successors or assigns; provided, that the foregoing release will not affect any obligations of the CNET to the Sellers under this Agreement or related agreements, or to obligations of the Company arising after the Closing.
Release by the Sellers. 21.1 Subject to Completion in accordance with clause 6, each of the Sellers hereby releases the Company and the other Group members from all claims, liabilities, contractual obligations and other obligations of whatsoever nature (whether actual or contingent and whether monetary debts or duties to perform) owed to them including, but without limitation, all liabilities in respect of accrued but unpaid dividends save for (i) a right to receive dividends declared after the date of this Agreement which will transfer to the Purchaser upon the sale of the Shares pursuant to this Agreement, (ii) the 3i Loan (which shall be repaid upon Completion) together with any unpaid fees referred to in clause 6.2 due and payable to the 3i Sellers (iii) the Facility Documents (until the amounts due under them are repaid upon Completion) and (iv) obligations of Group members under employment contracts with the Managers.
21.2 Clause 21.1 is given to the Purchaser for itself and as trustee for each Group member.
Release by the Sellers. The Sellers hereby fully and forever expressly release and discharge the Buyer and its respective principals, representatives, shareholders, successors, assigns, directors and officers (collectively, the "Buyer Releasees"), from any and all manner of action or actions, cause of action (whether at law or in equity), suits, controversies, claims, damages, demands or losses, whether known or unknown, which the Sellers now have or may hereinafter have in the future against the Buyer Releasees by reason of any breach of or failure by any Buyer Releasees to comply with or otherwise perform any obligation under the Existing Agreement.
Release by the Sellers. Effective upon the Closing, each Seller, for itself and its successors and assigns, hereby fully and unconditionally releases and forever discharges and holds harmless the Company and each Company Subsidiary and their directors, officers, employees, agents, Affiliates, successors and assigns from any and all claims, demands, losses, costs, expenses (including reasonable attorneys’ fees and expenses), obligations, Liabilities and damages of every kind and nature whatsoever, whether now existing, known or unknown, relating in any way, directly or indirectly, to the Company or any Company Subsidiary, that such Seller may now have or may hereafter claim to have against the Company, any Company Subsidiary, or any of such directors, officers, employees, agents, Affiliates, successors or assigns; provided, that the foregoing release will not affect (a) any obligations of the Buyer or following the Closing, the Company, to the Sellers under this Agreement, including without limitation, the payment of the Purchase Price or (b) any salary or bonus payments accrued prior to the Closing and included as a current liability in Working Capital that are payable to any Seller.
Release by the Sellers. Following the Closing, the Sellers agree that they shall have no claim against the Company for matters occurring prior to the Closing Date, except for any claim provided for herein, including Section 7.11 hereof, and any claim for indemnification provided in the Company's Certificate of Incorporation or By-laws, and hereby release the Company from any and all current or future claims arising against the Company for matters occurring prior to the Closing Date, except for any claim provided for herein, including Section 7.11 hereof, and any claim for indemnification provided in the Company's Certificate of Incorporation or By-laws. Notwithstanding the above, in no event shall the Company be obligated to indemnify the Sellers in connection with any claim for which the Buyer is entitled to be indemnified by the Sellers under Section 8 of this Agreement.
Release by the Sellers. 9.1 Each of the Sellers confirms that following Completion (and save in respect of the Transaction Documents and the Equity Documents) he or it will have no claim (whether in respect of any breach of contract, compensation for loss of office or monies due to him or it or on any account whatsoever) outstanding against any of the Companies or against any of the shareholders, directors, officers, employees or professional advisers of any of the Companies and that no agreement or arrangement (other than any contract of employment) is outstanding under which any of the Companies or any of such persons has or could have any obligation of any kind to him or it. For the avoidance of doubt, the Sellers do not waive any claim that any of them may have against Xxxxxx Xxxx.
9.2 To the extent that any such claim or obligation exists or may exist (other than in connection with any future claim for breach of a contract of employment), the relevant Seller irrevocably and unconditionally waives such claim or obligation and releases each of the Companies and any such other persons from any liability whatsoever in respect of such claim or obligation.
9.3 Each of the Companies and any shareholder, director, officer, employee or professional adviser of any of the Companies who is not a party to this Agreement 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:
(a) not be entitled to assign its rights under this clause 9; and
(b) obtain the prior written consent of the Buyer.
