Released Matters. The claims released pursuant to this Redemption Notice (the "Released Claims") include all claims between the Redeemed Investor, on the one hand, and the Company, on the other hand, including but not limited to principal, interest, charges, fees, together with any and all other claims, demands, obligations, liabilities, indebtedness, responsibilities, disputes, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action (whether at law or in equity), debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, rights of offset, losses and expenses, of every type, kind, nature, description or character, known and unknown, whensoever arising and occurring at any time up to and through the date hereof, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, matured or unmatured, fixed or contingent, which in any way arise out of, are connected with or relate to the Loan Documents.
Released Matters. Each Equityholder hereby severally (and not jointly) represents to Buyer that such Equityholder has not voluntarily or involuntarily assigned or transferred or purported to assign or transfer to any Person any Section 9.04 Released Matters and that no Person other than such Equityholder has any interest in any Section 9.04 Released Matters by Applicable Law or Contract or by virtue of any action or inaction by such Equityholder in a manner that would derogate from or otherwise prejudice the foregoing waiver.
Released Matters. Such Selling Party has not knowingly assigned or transferred or purported to assign or transfer to any Person any Released Matters and no Person other than such Selling Party has any interest in any Released Matter by Law or Contract by virtue of any action or inaction by such Selling Party, except for any such interest conferred under the Laws of estate or succession.
Released Matters. The releases contained herein are intended to be full and complete releases of the Parties from all liability relating to the relationship of Executive with the Company as an employee, officer or director (referred to herein as the “Released Matters”). This release does not extend to any obligations incurred under this Agreement or under Section 12.1 of the Merger Agreement or that certain Indemnity Agreement between the Company and Executive.
Released Matters. It is the intention of the Member Party in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 6.11(b) shall be effective as a full and final accord and satisfaction and general release of, and from, all Released Matters and the final resolution by such Member Party (on behalf of the Member Party and the Releasing Parties), on the one hand, and the Released Parties, of all Released Matters. The invalidity or unenforceability of any part of this Section 6.11 shall not affect the validity or enforceability of the remainder of this Section 6.11, which shall remain in full force and effect.
Released Matters. The Parties acknowledge that they are familiar with Section 1542 of the California Civil Code, which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing this release, which if known by him must have materially affected his settlement with debtor. The Parties waive and relinquish every right or benefit that they have or may have under Section 1542 of the California Civil Code or any similar provision in any jurisdiction, to the full extent that lawfully it may waive such a right or benefit. The Parties acknowledge that they may later discover facts in addition to, or different from, those which they now know or believe to be true, but that it is their intention to fully, finally, and forever settle and release all of the EKI Released Matters and EarthShell Released Matters, whether known or unknown, suspected or unsuspected, which now exist, may exist in the future, or have previously existed, against the persons or entities to which EarthShell and EKI are hereby granting a release.
Released Matters. In furtherance thereof, the Qorus acknowledges that it is familiar with Section 1542 of the Civil Code of the State of California, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Released Matters. In connection with this waiver, Qorus acknowledges that it is aware that they it may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which they now know or believe to be true, with respect to the subject matter of this Agreement. Nevertheless, Qorus intends by this Agreement, and with and upon the advice of its own independently selected counsel, to release fully, finally and forever all Section 2(b)Released Matters under this Agreement. In furtherance of such intention, the releases ----------------------------------------- TROOP STEUXXX XXXICH REDDUCK & TOBEX, XXP set forth in this Agreement shall be and shall remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different claims or facts relevant hereto.
Released Matters. “Section 9.04 Released Matters” means any and all claims, demands, Damages, debts, Liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), Actions (including other Liabilities) and causes of action of any nature whatsoever, at law or in equity, whether now known or unknown, suspected or unsuspected, that such Equityholder now has, or at any time previously had, or shall or may have in the future, which relate to or arise out of the Equityholder’s relationship with any Company Party including as an equityholder, member, officer, director, contractor, consultant, creditor or employee (each, a “Section 9.04 Releasor”) against any Section 9.04 Released Party, in each case arising by virtue of or in any matter related to any actions or inactions with respect to the Company Parties or their respective affairs with respect to the Company Parties on or before the Closing, including, without limitation, any Section 9.04 Released Matters relating to or arising out of such Person’s direct or indirect ownership of Transferred Securities; provided that Section 9.04 Released Matters shall not include (i) any rights pursuant to the transactions contemplated by this Agreement and the other Transaction Documents, (ii) any rights under any directors and officers insurance of the Company Parties, (iii) any rights under Section 9.04 of this Agreement and the Management Liability Insurance, (iv) rights for any entitlement to salary, bonuses and other compensation or benefits (including, for the avoidance of doubt, vacation and sick leave) earned or accrued by or for the benefit of such Equityholder in respect of employment services performed by him or her, but in each case only to the extent included as a liability in the calculation of the Closing Working Capital or in the calculation of Closing Indebtedness, and (v) rights for reimbursement of expenses incurred by such Equityholder relating to his or her employment and/or directorship which are reimbursable under the Company Parties’ expense reimbursement policies or under any agreements the Equityholder currently has with a Company Party with respect to such reimbursements, but in each case only to the extent included as a liability in the calculation of the Closing Working Capital or in the calculation of Closing Indebtedness. Without limiting the generality of the foregoing, the parties expressly release any and all past, present and future claims in connection with said releas...
Released Matters. Except for obligations set forth in this Agreement (including the Company's obligations under COBRA, the Indemnification Agreement, and the stock options referred to in sections 3 and 4), each of Company and Executive releases and discharges the other and the other's shareholders, agents and sureties, both in individual and corporate capacities, from any and all claims, demands, promises, controversies, actions, differences, disputes, causes of action, suits, debts, liabilities, obligations, rights, allegations of misconduct and complaints of whatever character, nature or kind, in law or equity, known or unknown, suspected or unsuspected (collectively, the "CLAIMS") that may exist between them, relating to or arising out of any matter, cause or thing whatsoever, including, without limitation, any Claims in any way relating to or arising out of Executive's employment by Company (collectively, the "RELEASED MATTERS").
