Common use of Release; Covenant Not to Xxx Clause in Contracts

Release; Covenant Not to Xxx. (a) If the Closing occurs, then each of the Shareholders, on one hand, and Purchaser, the Company, and their officers, directors, employees, agents, representatives, successors and assigns (collectively, the "Purchaser Released Parties"), on the other hand, hereby permanently release each other from any and all Claims (as defined herein), rights and causes of action that any of them may have, may have had or may, at any time, claim to have had against the other, whether arising out of or in connection with any transactions between the Shareholders and any or all of the Purchaser Released Parties prior to, or otherwise arising with respect to any fact, circumstance, act or omission occurring prior to or on the Closing Date; provided, however, that such release shall not apply to any breach by any party of its representations, warranties and agreements set forth in this Agreement and the other Purchase Agreements to which it is a party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Netzee Inc), Agreement and Plan of Merger (Intercept Group Inc)

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Release; Covenant Not to Xxx. (a) If the Closing occurs, then the Shareholders and each of the Shareholders, on one hand, them hereby permanently release Purchaser and Purchaser, the Company, and their its officers, directors, employees, agents, representatives, successors and assigns (collectively, the "Purchaser Released Parties"), on the other hand, hereby permanently release each other ) from any and all Claims (as defined herein), rights and causes of action that any of them the Shareholders may have, may have had or may, at any time, claim to have had against any or all of the otherReleased Parties, whether arising out of or in connection with any transactions between the Shareholders and any or all of the Purchaser Released Parties prior to, or otherwise arising with respect to any fact, circumstance, act or omission occurring prior to or on the Closing Date; provided, however, that such release shall not apply to any breach by any party Purchaser of its is representations, warranties and agreements set forth in this Agreement and the other Purchase Agreements to which it is they are a party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intercept Group Inc)

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Release; Covenant Not to Xxx. (a) If the Closing occurs, then the Executing Shareholders and each of the Shareholders, on one hand, them hereby permanently release Purchaser and Purchaser, the Company, and their officers, directors, employees, agents, representatives, successors and assigns (collectively, the "Purchaser Released Parties"), on the other hand, hereby permanently release each other ) from any and all Claims (as defined herein), rights and causes of action that any of them the Executing Shareholders may have, may have had or may, at any time, claim to have had against any or all of the otherReleased Parties, whether arising out of or in connection with any transactions between the Executing Shareholders and any or all of the Purchaser Released Parties prior to, or otherwise arising with respect to any fact, circumstance, act or omission occurring prior to or on the Closing Date; provided, however, that such release shall not apply to any breach by any party Purchaser of its representations, warranties and agreements set forth in this Agreement and the other Purchase Agreements to which it is they are a party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netzee Inc)

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