Release of Directors and Officers Sample Clauses

Release of Directors and Officers. Other than claims that may be brought against a Securityholder pursuant to the terms of this Agreement or as a result of fraud or willful or criminal misconduct, Purchaser hereby agrees (on behalf of itself and its Affiliates), that it shall not make any claim against any director or officer of the Company, in their capacity as such, arising out of, relating to or in connection with acts or omissions of such person taken or omitted in their capacity as a director or officer of the Company and occurring or alleged to have occurred prior to the Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions), under any applicable Laws. Any such potential claims (whether known at the date of this Agreement or not) are hereby unconditionally and irrevocably waived by Purchaser on behalf of itself and on behalf of its Affiliates. Purchaser agrees that the waiver contained in this Section 4.8 shall be in addition to, and not in lieu of, the existing indemnification obligations of the Company to its officers and directors that may be available pursuant to the Company’s organizational documents and/or applicable Law. Notwithstanding the foregoing, any release by the Purchaser in this Section 4.8 of a director or officer of the Company shall not excuse any breach by the Company or the Securityholders of the representations, warranties and covenants of this Agreement applicable to them that results from any act or omission of any such director or officer of the Company that has been so released, and any such breach will be subject to the provisions of Article 7 of this Agreement.
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Release of Directors and Officers. The Corporation shall have delivered to the resigning directors and officers a release with respect to matters addressed within the proper exercise of their duties as directors and officers, in the form annexed hereto as Schedule 4.02(k). If any of the conditions contained in this section 4.02 shall not be performed or fulfilled at or prior to the Closing Time to the satisfaction of the Vendors, acting reasonably, the Vendors may, by notice to the Purchaser, terminate this Agreement and the obligations of the Vendors and the Purchaser under this Agreement shall be terminated. Any such condition may be waived in whole or in part by the Vendors.
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Release of Directors and Officers. Purchaser, on behalf of itself and each of its Affiliates, effective as of the Closing, releases each of the Resigning Persons and any former director or officer of the Company or any of its Subsidiaries from and against any and all past, existing or future, claims, demands, obligations and Liabilities, whether known or unknown, suspected or unsuspected, at law or in equity, solely arising from or related to any act or omission by any of those individuals in their capacity of directors or officers of the Company or any of its Subsidiaries prior to the Closing (“Pre-Closing Claims”); provided that such release and discharge shall be without prejudice to, and shall not limit or otherwise affect, any rights of any Purchaser Indemnified Party under Article XII against Seller with respect to any such Pre-Closing Claims. Purchaser also acknowledges and agrees that, notwithstanding anything in the contrary contained herein, prior to the Closing, Seller shall be entitled to cause the Company and its Subsidiaries to release each Resigning Person and each other such Person referred to in the prior sentence from all such Pre-Closing Claims; provided that such release and discharge shall be without prejudice to, and shall not limit or otherwise affect, any rights of any Purchaser Indemnified Party under Article XII against Seller with respect to any such Pre-Closing Claims.
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Release of Directors and Officers. The Buyer, the Company and the Subsidiary shall have executed a release agreement pursuant to which they will (i) release all directors and officers of the Company and the Subsidiary from any and all claims by the Buyer, the Company or the Subsidiary, arising from any act, matter or event that occurred at or prior to the Closing Time, except for any liability arising from fraud or willful misconduct; and (ii) indemnify and save harmless all such directors and officers of the Company and the Subsidiary from and against any demand, action, suit, proceeding, claim, assessment judgment, which result in a loss, liability, damage, cost, expense, charge, fine or penalty, suffered by them in connection with the performance of their duties as directors or officers, provided however that such directors or officers of the Company or the Subsidiary acted honestly, in good faith and in the best interest of the Company or the Subsidiary, and in the case of a criminal or administrative action or proceeding enforced by a monetary penalty provided that such directors or officers had reasonable grounds for believing that his conduct was lawful.
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Release of Directors and Officers. The Corporation and the Subsidiary will release their directors and officers from any and all possible claims against them arising from any act, matter or thing arising at or prior to Closing.
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Release of Directors and Officers. The Purchaser and the Company shall have delivered releases in the form of Schedule 7.6 to and in respect of each of the Company's current officers and directors.
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Release of Directors and Officers. (a) Upon the Closing Date, each of the Releasing Parties hereby fully, completely and unconditionally release, remise and acquit, and forever discharge the Directors and Officers, their respective Successors and Affiliates, including, without limitation, all past and present officers, directors, employees, shareholders, managers and attorneys of or for Xxxxxxx Investment Group, LLC, and each of them, of and from any and all Released Claims. (b) The Releasing Parties and each of them further covenant and agree that neither they, nor any of them, will assert, initiate, institute, prosecute, participate in or maintain, or will instigate, abet or encourage any other person or entity to assert, initiate, institute, prosecute, participate in or maintain, any claim or action of any kind, currently or in the future, against any of the above released parties with respect to any Released Claim. (c) The Releasing Parties severally agree that such Releasing Party shall not pursue any claim or action of any type or nature that such Releasing Party may have, claim to have or assert to have, of any type or nature (including any such claims, demands and causes of action that have not been discharged that may hereafter accrue or arise or which they may in the future acquire in any way), against any non-released Person, that would result in such non- released Person seeking damages, contribution, indemnity, right of set off or any other economic benefit or recovery against an above released party with respect to any Released Claim (a “Resulting Claim”), unless such Releasing Party shall have executed an indemnity in favor of, and in form and substance satisfactory to, the party released above, as applicable, for payment (not collection) of any liability, payment obligations and costs (including, without limitation, advancement of attorneys’ and other litigation advisory fees and expenses) that may be incurred in connection with such Resulting Claim. (d) The releases in subsection 2.7 are not intended to: (i) include non- consensual releases by third parties of any direct cause of action such third party may have against a released party; or (ii) have the effect of releasing any claim or cause of action, if any, arising under this Agreement, provided that the negotiation of this Agreement shall not form the basis for any claim or recovery therein. (e) The releases in subsection 2.7 shall be effective upon the Closing Date without the need for the execution and delivery of ad...
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Related to Release of Directors and Officers

  • Resignation of Directors and Officers All directors or officers of the Companies and/or the Subsidiaries of a Company shall have resigned as of the Closing Date.

  • Resignations of Directors and Officers The persons holding the positions of a director or officer of the Company, in office immediately prior to the Effective Time, shall have resigned from such positions in writing effective as of the Effective Time.

  • Indemnification of Directors and Officers (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, indemnify, defend and hold harmless in accordance with the Certificate of Incorporation and By-laws of the Company, and subject to the limitations of the BCL, each present and past officer, director, employee, representative or agent (other than Xxxxxxxx and Xxxxx), of the Company (or any subsidiary or division thereof), including, without limitation, each person controlling any of the foregoing persons (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) the Surviving Corporation shall advance the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Parent, in advance of the final disposition of any such action; provided, however, that prior to advancement of fees and expenses, the Indemnified Party shall provide an undertaking in form and substance reasonably satisfactory to the Surviving Corporation, and (ii) the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed) and provided, further, that the Surviving Corporation shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action except to the extent that, in the opinion of counsel for the Indemnified Parties, to do so would be inappropriate due to actual or potential differing interests between or among such parties. (b) For a period of six years after the Effective Time, the Surviving Corporation shall not amend the provisions of its Certificate of Incorporation and By-laws providing for exculpation of director and officer liability and indemnification, except as required by applicable law. (c) Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, maintain in effect for the Indemnified Parties for not less than three years the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time; provided, that Parent may substitute therefor policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Indemnified Parties. (d) Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, pay all expenses, including attorneys' fees, that may be incurred by any Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.9. (e) The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party has under the Certificate of Incorporation or By-laws of the Company, under the BCL or otherwise. This Section 6.9 is intended to benefit each of the Indemnified Parties and shall be binding on all successors and assigns of Newco, the Company and the Surviving Corporation.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Directors and Officers From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.

  • Indemnification of Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Indemnification of the Company, Directors and Officers Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity agreement contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (including any amendment thereto), including the Rule 430B Information, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by and relating to such Underwriter through you expressly for use therein.

  • Directors and Officers of Surviving Corporation The directors and officers of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified.

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Directors and Officers Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit.

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