Release of Directors and Officers. Other than claims that may be brought against a Shareholder 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 executive officer of the Company 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 executive 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 Swiss or other Laws including, in accordance with Article 752 et seq. Swiss Code of Obligations (CO). Any such potential claims (whether known at the date hereof 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 5.12 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 5.12(d) of a director or officer of the Company shall not excuse any breach by the Company or the Shareholders 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 8 of this Agreement.
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 without prejudice to any claims they may have for breach of covenant, representation or warranty.
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.
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.
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.
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.
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.
