Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under the Merger Agreement, each Charter Entity, and its respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his capacity as an officer, director or employee of any Charter Entity, has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below. (b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following: (i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter Entity, (B) Claims as a depositor under any deposit account with any Charter Entity, (C) Claims as the holder of any certificate of deposit issued by any Charter Entity, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter Entity, (E) Claims in his or her capacity of a stockholder of Charter, and (F) Claims as a holder of any check issued by any other depositor of any Charter Entity; (ii) the Claims excluded in (i) and (ii) of Section 2(a) above; (iii) any Claims that the undersigned may have under the Merger Agreement; (iv) any Claims that, under applicable law, the undersigned cannot hereby release and discharge;
Appears in 3 contracts
Samples: Merger Agreement (CenterState Bank Corp), Merger Agreement (CenterState Bank Corp), Merger Agreement (Charter Financial Corp)
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under the Merger Agreement, each Charter Company Entity, and its respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his capacity as an officer, director or employee of any Charter Company Entity, has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter Company Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter Company Entity, (B) Claims as a depositor under any deposit account with any Charter Company Entity, (C) Claims as the holder of any certificate Certificate of deposit Deposit issued by any Charter Company Entity, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter Company Entity, ; (E) Claims in his or her capacity of a stockholder shareholder of Charter, Company; and (F) Claims as a holder of any check issued by any other depositor of any Charter Company Entity;
(ii) the Claims excluded in (i) and (ii) of Section 2(a) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims that, under applicable law, right to indemnification that the undersigned cannot hereby release and discharge;may have under the articles of incorporation or bylaws of any Company Entity, or the Merger Agreement; or
(v) any rights or Claims listed on Schedule I to this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Sunshine Bancorp, Inc.), Merger Agreement (CenterState Banks, Inc.), Merger Agreement (CenterState Banks, Inc.)
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under pursuant to the Merger Agreement, each Charter SWGB Entity, and its each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director or employee of any Charter Entity, SWGB Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation and related benefits for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState FBMS on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter SWGB Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter EntitySouthwest Georgia Bank, (B) Claims as a depositor under any deposit account with any Charter EntitySouthwest Georgia Bank, (C) Claims as the holder of any certificate Certificate of deposit Deposit issued by any Charter EntitySouthwest Georgia Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter SWGB Entity, ; (E) Claims in his or her capacity as a shareholder of a stockholder of CharterSWGB, and (F) Claims as a holder of any check issued by any other depositor of any Charter EntitySouthwest Georgia Bank;
(ii) the Claims excluded in (i) and (ii) of Section 2(a2(a)(i) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims thatright to indemnification that the undersigned may have under the articles of incorporation or bylaws of any SWGB Entity, under applicable lawGeorgia law or the Merger Agreement;
(v) any Claims that are (A) based upon facts and circumstances arising after the date hereof and prior to the Closing Date, and (B) have been asserted in writing to SWGB and FBMS prior to the Closing Date;
(vi) any rights or Claims listed on Schedule I to this Agreement;
(vii) any Claims to vested benefits that the undersigned canis already entitled to receive under the benefit plans of any SWGB Entity;
(viii) any rights that the undersigned has to benefits under workers’ compensation or unemployment laws or under the Consolidated Omnibus Budget Reconciliation Act of 1985;
(ix) any rights under contracts or written agreements between the undersigned and any SWGB Entity; or
(x) any rights to liability coverage and/or costs of defense pursuant to liability insurance for acts and omissions occurring during the undersigned’s relationship with any SWGB Entity (including but not hereby release and discharge;limited to any Directors & Officers insurance or general liability insurance).
Appears in 2 contracts
Samples: Merger Agreement (First Bancshares Inc /MS/), Merger Agreement (Southwest Georgia Financial Corp)
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under pursuant to the Merger Agreement, each Charter HCBF Entity, and its each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director or employee of any Charter Entity, HCBF Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter Entity, (B) Claims as a depositor under any deposit account with any Charter Entity, (C) Claims as the holder of any certificate of deposit issued by any Charter Entity, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter Entity, (E) Claims in his or her capacity of a stockholder of Charter, and (F) Claims as a holder of any check issued by any other depositor of any Charter Entity;
(ii) the Claims excluded in (i) and (ii) of Section 2(a) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims that, under applicable law, the undersigned cannot hereby release and discharge;
Appears in 2 contracts
Samples: Merger Agreement (CenterState Banks, Inc.), Merger Agreement (CenterState Banks, Inc.)
Release of Certain Claims. (a) The undersigned hereby waives, releases and forever discharges, subject to and effective upon the consummation of the Merger under the Merger Agreement, each Charter NCC Entity, and its respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or actions, causes of action or other rights of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director or employee of any Charter NCC Entity, has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences occurring prior to the Effective Time, whether known or unknown, matured or unmatured, contingent or otherwise (individually, a “Released Claim,” and collectively, the “Released Claims”), except for (i) Claims for compensation for services that have accrued but not yet been paid in the ordinary course of business consistent with past practice or other contract rights that have been disclosed in writing to CenterState on or prior to the date of the Merger Agreement or that are provided for in, contemplated under or permitted by the Merger Agreement, (ii) Claims relating to severance, employment, stock options and restricted stock grants change in control, the National Commerce Corporation Deferral of Compensation Plan, NCC Equity Awards or NCC Warrants which have been disclosed in writing to CenterState on or prior to the date of the Merger AgreementAgreement or which result from a written agreement between the undersigned and CenterState or any of its subsidiaries, and (iiiii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include include, without limitation, any of the following:
(i) any Claims that the undersigned has or may have in any capacity other than as an officer, director or employee of any Charter NCC Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter NCC Entity, (B) Claims as a depositor under any deposit account with any Charter NCC Entity, (C) Claims as the holder of any certificate of deposit issued by any Charter NCC Entity, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter NCC Entity, (E) Claims in his or her capacity of a stockholder of CharterNCC, and (F) Claims as a holder of any check issued by any other depositor of any Charter NCC Entity;
(ii) the Claims excluded in (i) and ), (ii) or (iii) of Section 2(a) above;
(iii) any Claims that the undersigned has or may have under the Merger Agreement;
(iv) any Claims that, under applicable law, the undersigned cannot hereby release and discharge;
Appears in 2 contracts
Samples: Merger Agreement (National Commerce Corp), Merger Agreement (CenterState Bank Corp)
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under pursuant to the Merger Agreement, each Charter HCBF Entity, and its each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director or employee of any Charter Entity, HCBF Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter HCBF Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter EntityHarbor Community Bank, (B) Claims as a depositor under any deposit account with any Charter EntityHarbor Community Bank, (C) Claims as the holder of any certificate Certificate of deposit Deposit issued by any Charter EntityHarbor Community Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter HCBF Entity, ; (E) Claims in his or her capacity as a shareholder of a stockholder of CharterHCBF, and (F) Claims as a holder of any check issued by any other depositor of any Charter EntityHarbor Community Bank;
(ii) the Claims excluded in (i) and (ii) of Section 2(a2(a)(i) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims thatright to indemnification that the undersigned may have under the articles of incorporation or bylaws of any HCBF Entity, under applicable law, Florida law or the undersigned cannot hereby release and discharge;Merger Agreement; or
(v) any rights or Claims listed on Schedule I to this Agreement.
Appears in 1 contract
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon In further consideration for the consummation issuance by the Company of the Merger under the Merger AgreementNotes, each Charter EntityInvestor, for itself and its respective directors and officers (in their capacities as such)affiliates, and their respective successors and assigns, respectively, does hereby waive, release, acquit and each of them (individually and collectivelyforever discharge the Company, the “Released Parties”) of and from any and all liabilities, claims, demandsactions, debtscharges, accountscomplaints, covenantsgrievances and causes of action (hereinafter collectively referred to as “claims”), agreementsof whatever nature, obligationswhether known or unknown, which exist as of the date of this Agreements as it relates to (i) the Damages, (ii) the Company’s lack of timely filing of certain required reports with the SEC, and (iii) other than in relation to the further accrual of liquidated damages pursuant to Section 7(f) of the Senior Agreement, the Company’s failure to file a registration statement pursuant to the Senior Agreement, including but not limited to, any and all exclusive agency rights, rights to compensation (including but not limited to cash, non-cash, residual and fee tail compensation), statutory claims, all claims for injunctive relief, compensatory damages, consequential damages, incidental damages, punitive damages interest, costs, expenses, actions attorneys’ fees and/or any other type of damages or causes monetary relief cognizable in law or equity, and any and all claims arising under any federal, state, city and/or other governmental statute, law, regulation or ordinance relating to corporate governance responsibilities or securities; provided, however, that nothing in this Agreement shall waive, compromise or otherwise negate the rights, privileges and claims directly provided under this Agreement. It is further understood and agreed by each of action the Investors, that as a condition of every naturethis Agreement, character each of the Investors hereby expressly waives and relinquishes any and all claims, rights or description (collectively, “Claims”benefits that it may have but of which it does not know or suspect to exist in its favor at the time of executing this Agreement relating solely to the items set forth in this Section 4.5(1)(i)-(iii), which if known by it must have materially affected its settlement by such Investor, and further, in connection with such waiver and relinquishment, the undersigned, solely Investor hereby acknowledges that it or its attorneys may hereafter discover claims or facts in his capacity as an officer, director or employee of any Charter Entity, has or claims to haveaddition to, or previously had different from, those which it now knows or claimed believes to haveexist, in each case as of the Effective Timebut that it expressly agrees to fully, against finally and forever settle and release any of the Released Partiesand all claims, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured suspected or unmaturedunsuspected, contingent which exist or otherwise (individuallymay exist on its behalf against the other at the time of execution of this Agreement. . Each Investor further acknowledges, a “Released Claim,” understands and collectivelyagrees that this representation and commitment is essential to the Company and the other Investors, the “Released Claims”), except for (i) compensation for services and that have accrued but this Agreement would not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState on or prior to the date of the Merger Agreement, entered into were it not for this representation and (ii) the items listed in Section 2(b) belowcommitment.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter Entity, (B) Claims as a depositor under any deposit account with any Charter Entity, (C) Claims as the holder of any certificate of deposit issued by any Charter Entity, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter Entity, (E) Claims in his or her capacity of a stockholder of Charter, and (F) Claims as a holder of any check issued by any other depositor of any Charter Entity;
(ii) the Claims excluded in (i) and (ii) of Section 2(a) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims that, under applicable law, the undersigned cannot hereby release and discharge;
Appears in 1 contract
Samples: Securities Purchase Agreement (Long-E International, Inc.)
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under pursuant to the Merger Agreement, each Charter HSBI Entity, and its each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director director, employee or employee shareholder of any Charter Entity, HSBI Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation and related benefits for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState FBMS on or prior to the date of the Merger AgreementAgreement (including pursuant to the Merger Agreement and related disclosure schedules), and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter HSBI Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter EntityHeritage Southeast Bank, (B) Claims as a depositor under any deposit account with any Charter EntityHeritage Southeast Bank, (C) Claims as the holder of any certificate Certificate of deposit Deposit issued by any Charter EntityHeritage Southeast Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter HSBI Entity, (E) Claims in his or her capacity as a shareholder of a stockholder of CharterHSBI, and (F) Claims as a holder of any check issued by any other depositor of any Charter EntityHeritage Southeast Bank;
(ii) the Claims excluded in (i) and (ii) of Section 2(a2(a)(i) above;
(iii) any Claims that the undersigned may have under the Merger Agreement, including, without limitation, the right to receive the Merger Consideration and the indemnifications rights set forth in Section 5.10 thereof;
(iv) any Claims thatright to indemnification that the undersigned may have under the articles of incorporation or bylaws (or similar constituent documents) of any HSBI Entity, under applicable lawGeorgia law or the Merger Agreement;
(v) any Claims that are (A) based upon facts and circumstances arising after the date hereof and prior to the Closing Date, and (B) have been asserted in writing to HSBI and FBMS prior to the Closing Date;
(vi) any rights or Claims listed on Schedule I to this Agreement;
(vii) any Claims to vested benefits that the undersigned canis already entitled to receive under the benefit plans of any HSBI Entity;
(viii) any rights that the undersigned has to benefits under workers’ compensation or unemployment laws or under the Consolidated Omnibus Budget Reconciliation Act of 1985;
(ix) any rights under contracts or written agreements between the undersigned and any HSBI Entity that have been disclosed to FBMS in the Disclosure Schedules to the Merger Agreement; or
(x) any rights to liability coverage and/or costs of defense pursuant to liability insurance for acts and omissions occurring during the undersigned’s relationship with any HSBI Entity (including but not hereby release and discharge;limited to any Directors & Officers insurance or general liability insurance).
Appears in 1 contract
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under pursuant to the Merger Agreement, each Charter FFB Entity, and its each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director or employee of any Charter Entity, FFB Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState FBMS on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter FFB Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter EntityFirst Florida Bank, (B) Claims as a depositor under any deposit account with any Charter EntityFirst Florida Bank, (C) Claims as the holder of any certificate Certificate of deposit Deposit issued by any Charter EntityFirst Florida Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter FFB Entity, ; (E) Claims in his or her capacity as a shareholder of a stockholder of CharterFFB, and (F) Claims as a holder of any check issued by any other depositor of any Charter EntityFirst Florida Bank;
(ii) the Claims excluded in (i) and (ii) of Section 2(a2(a)(i) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims thatright to indemnification that the undersigned may have under the articles of incorporation or bylaws of any FFB Entity, under applicable lawFlorida law or the Merger Agreement;
(v) any Claims that are (A) based upon facts and circumstances arising after the date hereof and prior to the Closing Date, and (B) have been asserted in writing to FFB and FBMS prior to the undersigned cannot hereby release and discharge;Closing Date; or
(vi) any rights or Claims listed on Schedule I to this Agreement.
Appears in 1 contract
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under pursuant to the Merger Agreement, each Charter PFG Entity, and its each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character character, or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director director, or employee of any Charter Entity, PFG Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events events, or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options options, and restricted stock grants which have been disclosed in writing to CenterState SMBK on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter Entity, (B) Claims as a depositor under any deposit account with any Charter Entity, (C) Claims as the holder of any certificate of deposit issued by any Charter Entity, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter Entity, (E) Claims in his or her capacity of a stockholder of Charter, and (F) Claims as a holder of any check issued by any other depositor of any Charter Entity;
(ii) the Claims excluded in (i) and (ii) of Section 2(a) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims that, under applicable law, the undersigned cannot hereby release and discharge;
Appears in 1 contract
Release of Certain Claims. Effective upon the Closing, each of Parent and Purchaser, for itself and each of its respective Affiliates, successors and assigns (awhether by direct assignment, operation of law, right of subrogation, or otherwise) The undersigned (collectively, “Purchaser Releasors”), hereby unconditionally and irrevocably releases and forever dischargesdischarges Seller, effective upon each of Seller’s Affiliates (other than the consummation Company and Sterno), each of the Merger under the Merger Agreement, each Charter Entity, and its respective directors and officers (in their capacities as such), and their respective successors and assignsSeller Guaranty Parties, and each of them Seller’s and such Affiliates’ and Seller Guaranty Parties’ respective members, stockholders, partners, directors, trustees, managers, officers, employees, representatives, agents, attorneys, successors and assigns (individually and collectively, the “Seller Released Parties”) of from and from against any and all obligations, liabilities, claims, demands, debtscauses of action, accountslosses, covenantsdamages, agreements, obligations, costs, costs and expenses, actions whether known or causes unknown and whether based in contract, tort, fiduciary or any other theory of action of every nature, character or description liability whatsoever (collectively, “Claims”), which that any of the undersigned, solely in his capacity as an officer, director or employee of any Charter Entity, Purchaser Releasors has or claims may come to have, or previously had or claimed to have, in each case as of the Effective Time, have against any of the Seller Released PartiesParties and arising in any way out of or relating to Seller’s ownership of the Company Interests prior to the Closing, whether the conduct or not operation of the Business by the Company and Sterno prior to the Closing, or the sale of the Company Interests to Purchaser and the other transactions provided for in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise contemplated by this Agreement and the Transaction Documents (individually, a “Released Claim,” and excluding the Surviving Purchaser Claims (as defined below) collectively, the “Released Purchaser Claims”), except for (i) compensation for services that have accrued but not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState on or prior excluding any Claim to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include extent such Claim arises under or is based upon any of the following:
following (referred to herein as the “Surviving Purchaser Claims”): (i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee obligation of any Charter Entity, including, but not limited to, (A) Claims as a borrower Seller under loan commitments and agreements between the undersigned and any Charter Entity, (B) Claims as a depositor under any deposit account with any Charter Entity, (C) Claims as the holder Section 10.2 of any certificate of deposit issued by any Charter Entity, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter Entity, (E) Claims in his or her capacity of a stockholder of Charter, and (F) Claims as a holder of any check issued by any other depositor of any Charter Entity;
this Agreement; (ii) the Claims excluded in (i) and (ii) any obligation of a Seller Guaranty Party under Section 2(a) above;
10.11 of this Agreement; (iii) any Claims that covenant or obligation of Seller to be performed after the undersigned may have under Closing, as set out in this Agreement or any of the Merger Agreement;
Transaction Documents; or (iv) fraud or intentional misrepresentation. In granting the foregoing release, each of Parent and Purchaser, for themselves and the other Purchaser Releasors, hereby declares its intention to release all of the Released Purchaser Claims (but not the Surviving Purchaser Claims), whether known or unknown and whether or not currently suspected, and hereby waives with regard to the Released Purchaser Claims any Claims thatand all rights or protections under California Civil Code Section 1542 or similar statutes, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each of Parent and Purchaser hereby agrees not to xxx or otherwise bring any Action against any Seller Released Party in respect of any of the Released Purchaser Claims. Each of Parent and Purchaser hereby represents and warrants to Seller and for the benefit of each of the Seller Released Parties that it has not assigned any Released Purchaser Claim purported to be released under applicable law, the undersigned cannot hereby release and discharge;this subparagraph (c).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Compass Group Diversified Holdings LLC)
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under pursuant to the Merger Agreement, each Charter SCB Entity, and its each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions actions, or causes of action of every nature, character character, or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director director, or employee of any Charter Entity, SCB Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events events, or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options options, and restricted stock grants which have been disclosed in writing to CenterState SMBK on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director director, or employee of any Charter SCB Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter EntitySxxxxx County Bank, (B) Claims as a depositor under any deposit account with any Charter EntitySxxxxx County Bank, (C) Claims as the holder of any certificate Certificate of deposit Deposit issued by any Charter EntitySxxxxx County Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director director, or employee of any Charter SCB Entity, (E) Claims in his or her capacity as a shareholder of a stockholder of CharterSCB, and (F) Claims as a holder of any check issued by any other depositor of any Charter Sxxxxx County Bank, or (G) Claims for which the undersigned would be entitled to make an insurance claim under applicable insurance policies maintained by a SCB Entity;
(ii) the Claims excluded in (i) and (ii) of Section 2(a2(a)(i) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims thatright to indemnification that the undersigned may have under the charter or bylaws of any SCB Entity, under applicable lawTennessee law or the Merger Agreement;
(v) any Claims that are (A) based upon facts and circumstances arising after the date hereof and prior to the Closing Date, and (B) have been asserted in writing to SCB and SMBK prior to the undersigned cannot hereby release and discharge;Closing Date; or
(vi) any rights or Claims listed on Schedule I to this Agreement.
Appears in 1 contract
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under the Merger Agreement, each Charter CBKS Entity, and its respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his capacity as an officer, director or employee of any Charter CBKS Entity, has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter CBKS Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter an CBKS Entity, (B) Claims as a depositor under any deposit account with any Charter CBKS Entity, (C) Claims as the holder of any certificate Certificate of deposit Deposit issued by any Charter CBKS Entity, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter CBKS Entity, ; (E) Claims in his or her capacity of a stockholder shareholder of Charter, CBKS; and (F) Claims as a holder of any check issued by any other depositor of any Charter CBKS Entity;
(ii) the Claims excluded in (i) and (ii) of Section 2(a) above;; and
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims that, under applicable law, including with respect to the undersigned cannot hereby release and discharge;matters set forth in Section 6.6 of the Merger Agreement.
Appears in 1 contract
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under pursuant to the Merger Agreement, each Charter PSB Entity, and its each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director or employee of any Charter Entity, PSB Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective TimeDate, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, benefits under PSB Plans, stock options and restricted stock grants grants, which contracts or rights have been disclosed in writing to CenterState River Financial in the PSB Disclosure Letter, Schedule I to this letter or otherwise in writing on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter PSB Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter EntityPeoples Southern Bank, (B) Claims as a depositor under any deposit account with any Charter EntityPeoples Southern Bank, (C) Claims as the holder of any certificate Certificate of deposit Deposit issued by any Charter EntityPeoples Southern Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter PSB Entity, ; (E) Claims in his or her capacity as a shareholder of a stockholder of CharterPSB, and (F) Claims as a holder of any check issued by any other depositor of any Charter EntityPeoples Southern Bank;
(ii) the Claims excluded in (i) and (ii) of Section 2(a2(a)(i) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;, including, but not limited to, any right to indemnification and any right to continuing coverage under directors' and officers' liability insurance policies; or
(iv) any Claims thatright to indemnification that the undersigned may have under the articles of incorporation or bylaws of any PSB Entity, under applicable law, Alabama law or the undersigned cannot hereby release and discharge;Merger Agreement.
(v) any rights or Claims listed on Schedule I to this letter.
Appears in 1 contract
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under the Merger Agreement, each Charter PBHC Entity, and its respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his capacity as an officer, director or employee of any Charter PBHC Entity, has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter Entity, (B) Claims as a depositor under any deposit account with any Charter Entity, (C) Claims as the holder of any certificate of deposit issued by any Charter Entity, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter Entity, (E) Claims in his or her capacity of a stockholder of Charter, and (F) Claims as a holder of any check issued by any other depositor of any Charter Entity;
(ii) the Claims excluded in (i) and (ii) of Section 2(a) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims that, under applicable law, the undersigned cannot hereby release and discharge;
Appears in 1 contract
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under pursuant to the Merger Agreement, each Charter Trinity Entity, and its each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director or employee of any Charter Entity, Trinity Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective TimeDate, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, benefits under Trinity Plans, stock options and restricted stock grants grants, which contracts or rights have been disclosed in writing to CenterState River Financial in the Trinity Disclosure Letter, Schedule I to this letter or otherwise in writing on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the The parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter Trinity Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter EntityTrinity Bank, (B) Claims as a depositor under any deposit account with any Charter EntityTrinity Bank, (C) Claims as the holder a depositor of any certificate of deposit deposits issued by any Charter EntityTrinity Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter Trinity Entity, ; (E) Claims in his or her capacity as a shareholder of a stockholder of CharterTrinity, and (F) Claims as a holder of any check checks or instruments issued by any other depositor of any Charter Entityor drawn on Trinity Bank;
(ii) the Claims excluded in (i) and (ii) of Section 2(a2(a)(i) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;, including, but not limited to, any right to indemnification and any right to continuing coverage under directors’ and officers’ liability insurance policies; or
(iv) any Claims thatright to indemnification that the undersigned may have under the articles of incorporation or bylaws of any Trinity Entity, under applicable law, Alabama law or the undersigned cannot hereby release and discharge;Merger Agreement.
(v) any rights or Claims listed on Schedule I to this letter.
Appears in 1 contract
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under the Merger Agreement, each Charter GBF Entity, and its respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his capacity as an officer, director or employee of any Charter GBF Entity, has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter GBF Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter a GBF Entity, (B) Claims as a depositor under any deposit account with any Charter GBF Entity, (C) Claims as the holder of any certificate Certificate of deposit Deposit issued by any Charter GBF Entity, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter GBF Entity, ; (E) Claims in his or her capacity of a stockholder shareholder of Charter, GFHF; and (F) Claims as a holder of any check issued by any other depositor of any Charter GBF Entity;
(ii) the Claims excluded in (i) and (ii) of Section 2(a) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims thatright to indemnification that the undersigned may have under the articles of incorporation or bylaws of any GBF Entity, under applicable law, Florida law or the undersigned cannot hereby release and discharge;Merger Agreement; or
(v) any rights or Claims listed on Schedule I to this Agreement.
Appears in 1 contract
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under pursuant to the Merger Agreement, each Charter BBI Entity, and its each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director director, employee or employee shareholder of any Charter Entity, BBI Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation and related benefits for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState FBMS on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter BBI Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter EntityBeach Bank, (B) Claims as a depositor under any deposit account with any Charter EntityBeach Bank, (C) Claims as the holder of any certificate Certificate of deposit Deposit issued by any Charter EntityBeach Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter BBI Entity, ; and (E) Claims in his or her capacity of a stockholder of Charter, and (F) Claims as a holder of any check issued by any other depositor of any Charter EntityBeach Bank;
(ii) the Claims excluded in (i) and (ii) of Section 2(a2(a)(i) above;
(iii) any Claims that the undersigned may have under the Merger AgreementAgreement including, without limitation, the right to receive the Merger Consideration and Assumed Options and the indemnification rights set forth in Section 5.10 thereof;
(iv) any Claims thatright to indemnification that the undersigned may have under the articles of incorporation or bylaws of any BBI Entity, under applicable lawFlorida law or the Merger Agreement;
(v) any Claims that are (A) based upon facts and circumstances arising after the date hereof and prior to the Closing Date, and (B) have been asserted in writing to BBI and FBMS prior to the Closing Date;
(vi) any rights or Claims listed on Schedule I to this Agreement;
(vii) any Claims to vested benefits that the undersigned canis already entitled to receive under the benefit plans of any BBI Entity;
(viii) any rights that the undersigned has to benefits under workers’ compensation or unemployment laws or under the Consolidated Omnibus Budget Reconciliation Act of 1985;
(ix) any rights under contracts or written agreements between the undersigned and any BBI Entity that have been disclosed to FBMS in the Disclosure Schedules to the Merger Agreement; or
(x) any rights to liability coverage and/or costs of defense pursuant to liability insurance for acts and omissions occurring during the undersigned’s relationship with any BBI Entity (including but not hereby release and discharge;limited to any Directors & Officers insurance or general liability insurance).
Appears in 1 contract
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under the Merger Agreement, each Charter Entity, and its respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his capacity as an officer, director or employee of any Charter Entity, has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
: (i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter Entity, (B) Claims as a depositor under any deposit account with any Charter Entity, (C) Claims as the holder of any certificate of deposit issued by any Charter Entity, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter Entity, (E) Claims in his or her capacity of a stockholder of Charter, and (F) Claims as a holder of any check issued by any other depositor of any Charter Entity;
(ii) the Claims excluded in (i) and (ii) of Section 2(a) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims that, under applicable law, the undersigned cannot hereby release and discharge;
Appears in 1 contract
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under pursuant to the Merger Agreement, each Charter FPB Entity, and its each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director or employee of any Charter Entity, FPB Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState FBMS on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter FPB Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter EntityFlorida Parishes Bank, (B) Claims as a depositor under any deposit account with any Charter EntityFlorida Parishes Bank, (C) Claims as the holder of any certificate Certificate of deposit Deposit issued by any Charter EntityFlorida Parishes Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter FPB Entity, ; (E) Claims in his or her capacity as a shareholder of a stockholder of CharterFPB, and (F) Claims as a holder of any check issued by any other depositor of any Charter EntityFlorida Parishes Bank;
(ii) the Claims excluded in (i) and (ii) of Section 2(a2(a)(i) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims thatright to indemnification that the undersigned may have under the articles of incorporation or bylaws of any FPB Entity, under applicable lawLouisiana law or the Merger Agreement;
(v) any Claims that are (A) based upon facts and circumstances arising after the date hereof and prior to the Closing Date, and (B) have been asserted in writing to FPB and FBMS prior to the undersigned cannot hereby release and dischargeClosing Date;
(vi) any Claims that arise on or after the Closing Date; or
(vii) any rights or Claims listed on Schedule I to this Agreement.
Appears in 1 contract
Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under the Merger Agreement, each Charter HBC Entity, and its respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his capacity as an officer, director or employee of any Charter HBC Entity, has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter HBC Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter an HBC Entity, (B) Claims as a depositor under any deposit account with any Charter HBC Entity, (C) Claims as the holder of any certificate Certificate of deposit Deposit issued by any Charter HBC Entity, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter HBC Entity, ; (E) Claims in his or her capacity of a stockholder shareholder of Charter, HBC; and (F) Claims as a holder of any check issued by any other depositor of any Charter HBC Entity;
(ii) the Claims excluded in (i) and (ii) of Section 2(a) above;; and
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims that, including but not limited to claims for indemnification or advancement of expenses under applicable law, Section 6.6 of the undersigned cannot hereby release and discharge;Agreement.
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Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under pursuant to the Merger Agreement, each Charter SWBS Entity, and its each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director or employee of any Charter Entity, SWBS Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState FBMS on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter SWBS Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter EntityFirst Community Bank, (B) Claims as a depositor under any deposit account with any Charter EntityFirst Community Bank, (C) Claims as the holder of any certificate Certificate of deposit Deposit issued by any Charter EntityFirst Community Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter SWBS Entity, ; (E) Claims in his or her capacity as a shareholder of a stockholder of CharterSWBS, and (F) Claims as a holder of any check issued by any other depositor of any Charter EntityFirst Community Bank;
(ii) the Claims excluded in (i) and (ii) of Section 2(a2(a)(i) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims thatright to indemnification that the undersigned may have under the articles of incorporation or bylaws of any SWBS Entity, under applicable law, Alabama law or the undersigned cannot hereby release and discharge;Merger Agreement; or
(v) any rights or Claims listed on Schedule I to this Agreement.
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Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under the Merger Agreement, each Charter First Southern and its Subsidiaries (each, a “First Southern Entity”), and its respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his capacity as an officer, director or employee of any Charter First Southern Entity, has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but not yet been paid in as of the ordinary course of business consistent with past practice Effective Time or other contract rights relating to severance, employment, stock options and restricted stock grants or other equity awards which have been disclosed in writing to CenterState on or prior to the date of Effective Time, (ii) the Merger Agreement, items listed on Schedule 1 to this Agreement and (iiiii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter Entity, (B) Claims as a depositor under any deposit account with any Charter Entity, (C) Claims as the holder of any certificate of deposit issued by any Charter Entity, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter Entity, (E) Claims in his or her capacity of a stockholder of Charter, and (F) Claims as a holder of any check issued by any other depositor of any Charter Entity;
(ii) the Claims excluded in (i) and (ii) of Section 2(a) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims that, under applicable law, the undersigned cannot hereby release and discharge;
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Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger under pursuant to the Merger Agreement, each Charter PCB Entity, and its each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director or employee of any Charter Entity, PCB Entity has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually, individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice or other contract rights relating to severance, employment, stock options and restricted stock grants which have been disclosed in writing to CenterState BFC on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 2(b) below.
(b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following:
(i) any Claims that the undersigned may have in any capacity other than as an officer, director or employee of any Charter PCB Entity, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and any Charter EntityPartnership Bank, (B) Claims as a depositor under any deposit account with any Charter EntityPartnership Bank, (C) Claims as the holder of any certificate Certificate of deposit Deposit issued by any Charter EntityPartnership Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director or employee of any Charter PCB Entity, ; (E) Claims in his or her capacity as a shareholder of a stockholder of CharterPCB, and (F) Claims as a holder of any check issued by any other depositor of any Charter EntityPartnership Bank;
(ii) the Claims excluded in (i) and (ii) of Section 2(a2(a)(i) above;
(iii) any Claims that the undersigned may have under the Merger Agreement;
(iv) any Claims thatright to indemnification that the undersigned may have under the articles of incorporation or bylaws of any PCB Entity, under applicable law, Wisconsin law or the undersigned cannot hereby release and discharge;Merger Agreement; or
(v) any rights or Claims listed on Schedule I to this Agreement.
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