Release of Directors. (a) The Buyer shall procure the Company approves, in the annual shareholder meetings of Specifar and Alet, to be held in 2011 and 2012, the release of all directors of those respective companies, who resigned on Closing, for the period up to the Closing Date, from liability in accordance with article 35 of Greek law 2190/1920 (other in respect of their fraud).
(b) The Buyer shall procure that the Company, to the extent permitted by Law, releases all directors and the secretary of the Company, who resigned on the Closing Date, for the period up to Closing Date, from any liability (other in respect of their fraud or negligence).
Release of Directors. The Buyer shall cause the Company to release each director of the Company who resigns at the Closing from any and all liability the same may have to the Company as a director thereof arising on or before the Closing other than liabilities arising from his negligence, recklessness, criminal conduct or self-dealing; provided, that (a) nothing in said release shall increase the obligations of the Buyer or of the Company under Section 5.5 or the liability of any insurer to such director in respect of any insurance policy described in Section 5.5(b) and (ii) such director releases the Company and its affiliates from any and all liabilities arising on or before the Closing for compensation of any nature (including directors’ fees) or any reimbursement of expenses.
Release of Directors. Prior to the Closing, the Company shall release, effective as of the Closing, each director who shall have resigned as a director of the Company pursuant to Section 8.4 from all liabilities and obligations as a director, pursuant to a release in form identical to Exhibit 9.4 attached hereto.
Release of Directors. Buyer shall cause the Company and its Subsidiaries to release each director of the Company and its Subsidiaries who resigns at the Closing from any and all liability the same may have to the Company and its Subsidiaries as a director thereof arising on or before the Closing other than liabilities arising from his or her negligence, recklessness, criminal conduct or self-dealing; provided, that (a) nothing in said release shall increase the obligations of Buyer or of the Company and its Subsidiaries under Section 5.4 or the liability of any insurer to such director in respect of any insurance policy described in Section 5.4(c) and (b) such director releases the Company and its Subsidiaries from any and all liabilities arising on or before the Closing for compensation of any nature (including directors’ fees) or any reimbursement of expenses.
Release of Directors. Each of the Company and the Stockholders agrees that, from the date of this Agreement until the Effective Time, neither the Company nor any Stockholder, nor any of their respective officers and directors shall, and the Company and each Stockholder will direct and use their best efforts to cause each of their respective Representatives not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including any proposal or offer to the Stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, the Company (any such proposal or offer being herein called an "Acquisition Proposal") or engage in any activities, discussions or negotiations concerning, or provide any Confidential Information respecting, the Company, any Other Founding Company or WORK to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal. The Company and each Stockholder will: (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons previously conducted with respect to any of the foregoing, and each will take the steps necessary to inform the Persons referred to in the first sentence of this Section 6.04(a) of the obligations undertaken in this Section 6.04(a); and (ii) notify WORK immediately if any such inquiries or proposals are received by, any such information is requested from or any such discussions or negotiations are sought to be initiated or continued with the Company or any Stockholder.
Release of Directors. Without prejudice to the indemnification obligations undertaken by Sellers hereunder, Buyer hereby undertakes to: (i) refrain from starting any action or proceedings pursuant to Section 2395 of the Italian Civil Code against the directors of the Companies who shall resign at Closing and those who ceased from office during a period of five years prior to Closing; (ii) refrain from voting the CAPSOL SHARES or the OCIESSE QUOTA in a manner which would allow Capsol or, as the case may be, Ociesse to start against the aforesaid directors any action or proceedings pursuant to Section 2393 of the Italian Civil Code.
Release of Directors. On the Effective Date, enter into mutual release agreements with each of the directors of Northern, in substance and form acceptable to the directors and Prophecy, acting reasonably.
Release of Directors. Prior to or at the Closing, Buyer will cause each Company and each Subsidiary to release, effective as of the Closing, each director who resigned as a director of such Company or such Subsidiary pursuant to Section 6.5 from all personal liabilities and obligations as a director, pursuant to a release or releases in form and substance satisfactory to Seller in its sole discretion. It is understood that such release shall not affect the indemnification obligations of Seller under Section 11.2.
Release of Directors. Buyer undertakes not to, and hereby waives the right to, initiate, and shall procure that the Company not initiate, or approve any quotaholders’ meeting resolution authorizing, any action, suit, claim or litigation (including in any case any derivative action) against the directors of the Company who will resign pursuant to Section 5.3 as of the Closing Date in relation to the activities performed by them in such capacities up to the date of their resignation, except in case of fraud (“dolo”). To this effect, without prejudice to any and all rights of indemnification of Buyer against Seller pursuant to Article 11, on Closing Buyer shall deliver to Seller duly executed release letters in the form of Annex 6.3 addressed to the Company’s resigning directors pursuant to Section 5.3, whereby Buyer shall irrevocably (i) waive any action for liability against them (including any derivative action) in relation to the activities performed by them in such capacities up to the date of their resignation and (ii) undertake to indemnify them and hold them harmless from and against any liability action or claim initiated against them by the Company for any reason in relation to the performance of their office, except only in case of fraud (“dolo”).
Release of Directors. Effective at the Effective Time, each Party waives and releases each person who is a director or officer of the Company on the date of this Agreement or becomes a director or officer of the Company at any time between the date of this Agreement and the Recapitalization Time from all actions, claims and liabilities of any nature, in law or equity, known or unknown, and whether or not heretofore asserted, which such Party, as applicable, has or hereafter may have against any of such director or officer for any actions or omissions in respect of this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby; provided, that the foregoing shall not be construed as a waiver or release of any action, claim or liability based on fraud, bad faith or intentional misconduct.
