Release; Disclaimer Sample Clauses

Release; Disclaimer. Except as otherwise expressly provided in this Agreement, effective as of the Closing, each Seller (each, a “Seller Releasor”), on behalf of itself and on behalf of its marital community, if any, agents, heirs, executors, administrators, and each of their respective successors and assigns, hereby releases, acquits and forever discharges, to the fullest extent permitted by Law, each of the Company and its past, present or future shareholders, directors, Affiliates (including, for the avoidance of doubt, Buyer), counsel, their respective Representatives, and their respective successors and assigns (each, a “Company Releasee”) of, from and against any and all Actions, Liabilities, damages, judgments, debts and dues and of every kind, nature and description whatsoever, which such Seller Releasor or its successors or assigns ever had, now has or may have on or by reason of any matter, cause or thing in each case as an equityholder of the Company and in any other capacity, and occurring or arising prior to the Closing. Each Seller Releasor agrees not to, and agrees to cause its respective Subsidiaries and Affiliates, and each of their respective successors and assigns, not to, assert any such claim against the Company Releasees. Notwithstanding the foregoing, each Seller Releasor does not release (and expressly retains) any and all rights and interests under the terms and conditions of: (i) this Agreement and any Ancillary Agreement; (ii) the Company Plans (other than any claims under the Company Plans that arise as a result or, or in connection with, this Agreement and the consummation of the Transactions); (iii) any claim by such Seller Releasor who is an employee of the Company at the Closing in respect of (A) any ordinary course expense reimbursement amounts owing to such Seller Releasor from the Company accruing prior to the Closing for expenses incurred prior to the Closing, or (B) wages or employee benefits payable in the ordinary course of business which are not past due; (iv) any claim by such Seller Releasor who is an Indemnified Person for indemnification pursuant to and in accordance with Section 6.8; (v) any claim by such a Seller Releasor pursuant to the terms of or in connection with a breach by the Company of a Contract for commercial services set forth on Section 4.19 of the Company Disclosure Letter; (vi) any claim which may not be waived as a matter of Law; or (vii) any claim of fraud by any Person.
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Related to Release; Disclaimer

  • Waiver and Release of Liability In consideration for the privilege of my participation in the Activities, I hereby RELEASE, DISCHARGE, COVENANT NOT TO SUE, AND AGREE TO INDEMNIFY AND SAVE AND HOLD HARMLESS RELEASED PARTIES from any and all liability, demands, losses, medical expenses, lost opportunities, damages or attorneys fees and costs stemming from any or all claims for negligence, expressed or implied warranty, contribution, and indemnity, and/or claims of negligent rescue operations, first aid, and emergency care, to the broadest extent permitted by applicable law, including C.R.S. § ▇▇-▇▇-▇▇▇ if I am a Minor, suffered by me and incurred on my account with respect to my personal injury and other injury or harm, disability, and/or death, or property damage, arising directly or indirectly from my participation in Activities, as caused or alleged to be caused in whole or in part by the Released Parties or any of them, and further agree that if, despite this Release, I or any other person makes a claim on my behalf against any of the Released Parties, unless, and to the extent, prohibited by law, I AND MY PARENT/GUARDIAN, IF APPLICABLE, WILL INDEMNIFY, SAVE AND HOLD HARMLESS EACH OF THE RELEASED PARTIES FROM ANY LIABILITY, LITIGATION EXPENSES, ATTORNEY FEES, LOSSES, DAMAGES OR COSTS ANY MAY INCUR AS THE RESULT OF ANY SUCH CLAIM, WHETHER ASSERTED BY ME, MY PARENT/GUARDIAN, IF APPLICABLE, OR ANOTHER PERSON. INITIAL HERE

  • Warranty Disclaimer THE SERVICES AND RELATED DOCUMENTATION ARE PROVIDED “AS IS.” EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR AS REQUIRED BY LAW, WE ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZED SETTINGS. YOU UNDERSTAND AND EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK, THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED OR OBTAINED AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR THE OBTAINING OF SUCH MATERIAL AND/OR DATA. WE DO NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, CONCERNING THE HARDWARE, THE SOFTWARE, OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THAT THE SERVICES WILL MEET ANY USER’S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.

  • Release of Liability Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability of any party not so released.

  • Trustee Disclaimer The Trustee is not responsible for the validity or sufficiency of this Supplemental Indenture nor for the recitals hereof.

  • RELEASE AND WAIVER OF LIABILITY YOU HEREBY WAIVE, RELEASE, COVENANT NOT TO SUE AND FOREVER DISCHARGE BLUE CHIP AND ALL OTHER PERSONS ASSOCIATED WITH THE EVENT, FOR ALL LIABILITIES, CLAIMS, ACTIONS, OR DAMAGES THAT YOU MAY HAVE AGAINST THEM ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR REGISTRATION AND/OR PARTICIPATION IN THE EVENT, INCLUDING WITHOUT LIMITATION ANY LIABILITIES, CLAIMS, ACTIONS, OR DAMAGES CAUSED BY NEGLIGENCE OF THE ABOVE PARTIES (INCLUDING ANY NEGLIGENT RESCUE ATTEMPT), THE ACTION OR INACTION OF ANY OF THE ABOVE PARTIES, OR OTHERWISE. BLUE CHIP, ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BLUE CHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE BLUE CHIP SITES, PRODUCTS OR SERVICES;