Release of Claims Against Company. I hereby expressly waive any and all claims I, my heirs, next of kin, executors, representatives, agents, and administrators may have and I hereby expressly release from liability the Company, the proprietors thereof and their employees, agents, representatives and contractors, for any loss of or damage to property, or personal injury, bodily injury, including death, which I may suffer or be subjected to as a result of my rental and use of the Equipment arising out of any cause whatsoever, including, without limitation, the negligence of the Company, the proprietors thereof or of their said employees, agents, representatives, and contractors.
Release of Claims Against Company. (a) Subject to the consummation of the Closing, and in consideration for this Agreement and for the payments referred to herein, each Seller (severally and not jointly) hereby releases, acquits, relieves and forever discharges the Company and each of its past and present predecessors, successors, assigns, employees, officers, directors, stockholders, managers, members, parents, subsidiaries, agents, representatives, consultants, attorneys, insurers, divisions, or affiliated corporations, organizations or entities, whether previously or hereinafter affiliated in any manner (collectively, “Released Parties”), from any and all claims, rights, actions, complaints, demands, causes of action, charges of discrimination, obligations, promises, contracts, agreements, controversies, suits, debts, expenses, damages, attorneys’ fees, costs and liabilities of any nature whatsoever, whether or not now known, suspected or claimed, matured or unmatured, fixed or contingent, which such Seller ever had, now has, or may claim to have (the foregoing, “Causes”) from the beginning of time to the moment he signs this Agreement against the Released Parties (whether directly or indirectly), or any of them, by reason of any act, event or omission concerning any matter, cause or thing, to the extent arising out of such Seller’s employment (and cessation of employment) or other association with the Company, including the holding of any Company Capital Stock, including, without limiting the generality of the foregoing, any claims related to or arising out of (i) any rights of such Seller solely in his or her capacity as holder (directly or indirectly through other entities) of equity interests or rights to acquire equity interests in the Company, (ii) any stockholder agreements or other agreements with respect to such equity interests or (iii) any claim related to any disparity of treatment or consideration for such Seller in relation to any other Seller. Notwithstanding the foregoing, the release contained in this Section 3.5(a) will not extend to, or operate with respect to, any Unreleased Claims. For purposes of this Section 3.5(a), “Unreleased Claims” shall mean any and all Causes relating to or arising out of (i) salary, benefits, or any other remuneration payable in the current compensation period or not yet become due in accordance with customary pay practices and positive Legal Requirements requiring payment by a specific date (including the right to receive commissions or bon...
Release of Claims Against Company. Effective as of the Closing, each of the Seller, Agri-Energy L.P. and CORN-xx Xxxxx Management hereby releases and forever discharges the Company and its officers, managers, directors, governors, members and Affiliates, from any and all actions, causes of action, suits, debts, accounts, claims, contracts, demands, agreements, controversies, judgments, obligations, damages and liabilities of any nature whatsoever, in law or in equity, whether currently known or unknown, suspected or claimed, whether pursuant to contract, statute or otherwise, in each case, arising out of events prior to the Closing. Nothing herein shall deprive the Seller, Agri-Energy L.P. or CORN-xx Xxxxx Management of the right to pursue any remedy or otherwise to assert any claim arising out of this Agreement or the Contemplated Transactions.
Release of Claims Against Company. (a) Subject to the consummation of the Closing, and in consideration for this Agreement and for the payments referred to herein, each Seller (severally and not jointly) hereby releases, acquits, relieves and forever discharges the Company and each of its past and present predecessors, successors, assigns, employees, officers, directors, stockholders, managers, members, parents,
Release of Claims Against Company. (a) As of the Effective Date, the Sellers and each of them, hereby fully and completely release and discharge absolutely and forever, the Company, its parents, affiliates, subsidiaries, officers, directors, shareholders, attorneys, legal representatives, partners, agents and employees, and their successors and assigns (the “Released Parties”), from any and all claims, rights, demands, injuries, debts, damages liabilities, acts or omissions, obligations, actions, causes of action, costs, expenses or liens, whether known or unknown, suspected or unsuspected, of every kind or nature which now exist or have existed in favor of the Sellers, including those arising from or in any way connected to the Exchange Agreement, the failure to pay the Total Acquisition Price, and any acts, statements, conduct, representations and omissions made by any of the Released Parties in connection therewith.
(b) The Sellers and each of them hereby acknowledge that neither of the Sellers has relied upon any representation of any kind made by any of the Released Parties in making the foregoing release.
(c) SELLERS UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. In giving the release herein, which includes claims which may be unknown to Sellers at present, Sellers acknowledge that each of them have read and understand Section 1542 of the California Civil Code, which reads as follows: Sellers hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to Sellers release of any unknown or unsuspected claims herein.
(d) The Sellers and each of them hereby agree, represent and warrant that each has obtained the advice of independent counsel of his own choosing, in negotiations for and the preparation of this Agreement, including the foregoing release, that each has read the provisions of this Agreement, including the foregoing release, that each has had the foregoing release fully explained by such counsel, and that each is fully aware of its contents and legal effect. The Sellers and each of them hereby agree, represent and warrant that the Sellers and each of them have executed this Agreement on the advice of such counsel, after careful and independent investigation, and not under fraud, duress or undue influence.
