Common use of Release of Certain Claims Clause in Contracts

Release of Certain Claims. 3.1 550 DMV hereby releases and forever discharges eUniverse, Inc., and each of its past, present, and future directors, officers, employees, agents, attorneys, representatives, principals, partners, shareholders, joint venturers, lenders, sureties, experts, consultants, parent corporations, sister corporations, subsidiaries, affiliated entities, predecessors, successors, and assigns (hereinafter, all such related persons and entities are collectively referred to as the “eUniverse Related Persons”) from any and all liabilities, claims, causes of action, suits, debts, liens, rights, duties, obligations, agreements, promises, warranties, representations, damages, losses, costs (including costs of suit and attorney’s fees and expenses), or demands, of whatever nature, character, type, or description, whether known or unknown, existing or potential, or suspected or unsuspected (collectively “Claims”), which 550 DMV has or asserts, or may hereafter have or assert, against eUniverse or any of the eUniverse Related Persons based on any act or omission of the Company or any eUniverse Related Persons occurring at any time prior to the date of this Agreement and arising in connection with, or related to, the 550 DMV Documents, any agreements with eUniverse or the eUniverse Related Persons, and/or 550 DMV’s status as a shareholder of the Company, including, but not limited to, any Claims based on the breach of any representation, warranty or covenant contained in the 550 DMV Documents or based on federal or state securities laws in connection with the Company’s recent restatement of financial results for its fiscal year 2003 and the matters and allegations at issue in the purported class and derivative stockholder actions pending against the Company in the State and Federal Courts located in Los Angeles (the foregoing matters released in this Section shall collectively be referred to as “550 DMV Released Claims”).

Release of Certain Claims. 3.1 550 DMV (a) The undersigned hereby waives, releases and forever discharges eUniversedischarges, Inc.subject to and effective upon the consummation of the Merger under the Merger Agreement, each NCC Entity, and its respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of its pastthem (individually and collectively, present, and future directors, officers, employees, agents, attorneys, representatives, principals, partners, shareholders, joint venturers, lenders, sureties, experts, consultants, parent corporations, sister corporations, subsidiaries, affiliated entities, predecessors, successors, and assigns (hereinafter, all such related persons and entities are collectively referred to as the “eUniverse Related PersonsReleased Parties”) of and from any and all liabilities, claims, causes of action, suitsdemands, debts, liensaccounts, rightscovenants, dutiesagreements, obligations, agreementscosts, promisesexpenses, warrantiesactions, representationscauses of action or other rights of every nature, damagescharacter or description (collectively, losses, costs (including costs of suit and attorney’s fees and expenses“Claims”), which the undersigned, solely in his or demandsher capacity as an officer, director or employee of whatever natureany NCC Entity, character, typehas or claims to have, or descriptionpreviously 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, existing matured or potentialunmatured, contingent or suspected or unsuspected otherwise (collectively individually, a “Released Claim,” and collectively, the “Released Claims”), which 550 DMV has 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 asserts, that have been disclosed in writing to CenterState on or may hereafter have or assert, against eUniverse or any of the eUniverse Related Persons based on any act or omission of the Company or any eUniverse Related Persons occurring at any time prior to the date of this the Merger Agreement and arising or that are provided for in, contemplated under or permitted by the Merger Agreement, (ii) Claims relating to severance, employment, change in connection with, or related tocontrol, the 550 DMV DocumentsNational Commerce Corporation Deferral of Compensation Plan, any agreements with eUniverse NCC Equity Awards or NCC Warrants which have been disclosed in writing to CenterState on or prior to the eUniverse Related Persons, and/or 550 DMV’s status as a shareholder date of the CompanyMerger Agreement or which result from a written agreement between the undersigned and CenterState or any of its subsidiaries, including, but not limited to, any Claims based on and (iii) the breach of any representation, warranty or covenant contained items listed in the 550 DMV Documents or based on federal or state securities laws in connection with the Company’s recent restatement of financial results for its fiscal year 2003 and the matters and allegations at issue in the purported class and derivative stockholder actions pending against the Company in the State and Federal Courts located in Los Angeles (the foregoing matters released in this Section shall collectively be referred to as “550 DMV Released Claims”)2(b) below.

Release of Certain Claims. 3.1 550 DMV In further consideration for the issuance by the Company of the Notes, each Investor, for itself and its affiliates, successors and assigns, respectively, does hereby releases waive, release, acquit and forever discharges eUniversedischarge the Company, Inc.from any and all claims, actions, charges, complaints, grievances and each causes of its past, present, and future directors, officers, employees, agents, attorneys, representatives, principals, partners, shareholders, joint venturers, lenders, sureties, experts, consultants, parent corporations, sister corporations, subsidiaries, affiliated entities, predecessors, successors, and assigns action (hereinafter, all such related persons and entities are hereinafter collectively referred to as the “eUniverse Related Personsclaims”) from any and all liabilities, claims, causes of action, suits, debts, liens, rights, duties, obligations, agreements, promises, warranties, representations, damages, losses, costs (including costs of suit and attorney’s fees and expenses), or demands, of whatever nature, character, type, or description, whether known or unknown, existing or potential, or suspected or unsuspected (collectively “Claims”), which 550 DMV has or asserts, or may hereafter have or assert, against eUniverse or any exist as of the eUniverse Related Persons based on any act or omission of the Company or any eUniverse Related Persons occurring at any time prior to the date of this Agreement Agreements as it relates to (i) the Damages, (ii) the Company’s lack of timely filing of certain required reports with the SEC, and arising (iii) other than in connection with, or related torelation to the further accrual of liquidated damages pursuant to Section 7(f) of the Senior Agreement, the 550 DMV DocumentsCompany’s failure to file a registration statement pursuant to the Senior Agreement, any agreements with eUniverse or the eUniverse Related Persons, and/or 550 DMV’s status as a shareholder of the Company, including, including but not limited to, any Claims based on 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, attorneys’ fees and/or any other type of damages or 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 breach rights, privileges and claims directly provided under this Agreement. It is further understood and agreed by each of the Investors, that as a condition of this Agreement, each of the Investors hereby expressly waives and relinquishes any representationand all claims, warranty rights or covenant contained benefits that it may have but of which it does not know or suspect to exist in its favor at the 550 DMV Documents or based on federal or state securities laws 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 Company’s recent restatement Investor hereby acknowledges that it or its attorneys may hereafter discover claims or facts in addition to, or different from, those which it now knows or believes to exist, but that it expressly agrees to fully, finally and forever settle and release any and all claims, known or unknown, suspected or unsuspected, which exist or may exist on its behalf against the other at the time of financial results for its fiscal year 2003 execution of this Agreement. . Each Investor further acknowledges, understands and agrees that this representation and commitment is essential to the Company and the matters other Investors, and allegations at issue in the purported class that this Agreement would not have been entered into were it not for this representation and derivative stockholder actions pending against the Company in the State and Federal Courts located in Los Angeles (the foregoing matters released in this Section shall collectively be referred to as “550 DMV Released Claims”)commitment.