Releases. (a) Effective upon the date hereof, the TP Parties on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a). (b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 3 contracts
Samples: Forward Purchase Agreement (Far Point Acquisition Corp), Forward Purchase Agreement (Far Point Acquisition Corp), Merger Agreement (Far Point Acquisition Corp)
Releases. (a) Effective upon Except for obligations arising under this Agreement or any of the date hereofTransaction Documents, the TP Parties on their own behalf and USWS, on behalf of itself, its Subsidiaries, and each of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, respective officers, directors, managers, employees, ownersAffiliates, partners, members, managers, shareholders, heirs, servants, attorneyssuccessors, and trusteesassigns (collectively, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsUSWS Release Group Members” and individually a “USWS Release Group Member”), for good and valuable considerationhereby fully, the receipt and sufficiency of which is hereby acknowledgedforever, do hereby irrevocably and unconditionally releasereleases and discharges SSI, acquiteach of its Subsidiaries, and forever discharge the GB Parties, as well as all each of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, respective officers, directors, managers, employees, ownersAffiliates, partners, members, managers, shareholders, heirs, servants, attorneyssuccessors, and trusteesassigns (collectively, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter ReleaseesSSI Released Parties” and individually a “SSI Released Party”), ) of and from any and all chargesClaims, complaintsincluding but not limited to those arising from or related to the Litigation or the Final Judgment, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of that any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore USWS Release Group Member ever had, now has or claimed to may hereafter have or acquire, against the Globetrotter Releasees any SSI Released Party for or by reason of any cause, matter, matter or thing whatsoever whatsoever, from the beginning of the world through and including to the date hereofhereof (collectively, the “USWS Released Claims).
(b) Except for obligations arising under this Agreement or any of the Transaction Documents, USWI, on behalf of itself, its Subsidiaries, and each of their respective officers, directors, managers, employees, Affiliates, successors, and assigns (collectively, the “USWI Release Group Members” and individually a “USWI Release Group Member”), hereby fully, forever, irrevocably and unconditionally releases and discharges each SSI Released Party of and from any and all Claims, including but only not limited to the extent those arising from or related to the Merger AgreementLitigation or the Final Judgment, the TP Transaction Documentsthat any USWI Release Group Member ever had, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx now has or bring any action may hereafter have or cause of action, including by way of third-party claim, cross-claim, or counterclaimacquire, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees SSI Released Party for or by reason of any cause, matter, matter or thing whatsoever whatsoever, from the beginning of the world through and including to the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreementcollectively, the ECL or the TPB Letter or “USWI Released Claims”).
(iic) to perform any Except for obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in arising under this Agreement or any claims against FPAC arising under of the Merger Agreement or Transaction Documents, and subject to the provisos in this Section 2.02(c), SSI, on behalf of itself, its Subsidiaries, and each of their respective officers, directors, managers, employees, Affiliates, successors, and assigns (collectively, the “SSI Release Group Members” and individually a “SSI Release Group Member”), hereby fully, forever, irrevocably and unconditionally releases and discharges USWS, USWI, each of their respective Subsidiaries, and each of their respective officers, directors, managers, employees, Affiliates, successors, and assigns (collectively, the “USW Released Parties” and individually a “USW Released Party”) of and from any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of actionall Claims, including by way of third-party claimbut not limited to those arising from or related to the Litigation or the Final Judgment, cross-claimthat any SSI Release Group Member ever had, now has or counterclaimmay hereafter have or acquire, against any USW Released Party for or by reason of any cause, matter or thing whatsoever, from the beginning of the Third Point Releasees in respect of any of world to the claims released in this Section 10(adate hereof (collectively, the “SSI Released Claims”); (ii) they will not initiate or participate in bringing or pursuing any classprovided, collectivehowever, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, that the release and other covenants set forth in this Section 10(b2.02(c) shall be null and void. Notwithstanding not become effective or enforceable until 91 days after SSI’s receipt of the previous sentencePayment, provided that as of such time (i.e., within 91 days after SSI’s receipt of Payment) neither USWS, USWI, nor any of their respective Subsidiaries has become the subject of a Bankruptcy Case, but provided further, that in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releaseesan Involuntary Bankruptcy Case within such 91-day period, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null become effective or enforceable unless and void and shall continue in force and effect as if there had been no breachuntil such Involuntary Bankruptcy Case is dismissed (along with any adversary proceedings commenced thereunder) within 90 days after the involuntary petition date thereof.
Appears in 2 contracts
Samples: Settlement Agreement (Smart Sand, Inc.), Settlement Agreement (U.S. Well Services, Inc.)
Releases. (a) Effective 1. Except as otherwise set forth herein or as to obligations created hereby, upon the date hereofEffective Date, the TP Parties on their own behalf Named Plaintiffs and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd.Settlement Class Members, on their own behalf and on behalf of their current or present and former principals, agents, servants, partners, joint venturers, employees, contractors, predecessors, successors, assigns, affiliatesheirs, subsidiaries, parents, trustees, heirsspouses, beneficiaries, executors, administrators, representatives, insurers, underwriters, accountants, and lawyers (collectively, the “Releasing Parties”), separately and collectively, will release and discharge Apple and each of its present and former principals, agents, principalsservants, partners, joint venturers, directors, officers, directorsmanagers, employees, ownerscontractors, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliatesadministrators, representatives, parents, shareholders, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administratorsaffiliates, insurers, agentsunderwriters, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneysaccountants, and trusteeslawyers (collectively, and all persons acting by, through, under, or in concert with any of them (the “Third Point ReleaseesApple Released Parties”), separately and collectively, from any and all chargesdamages, complaintssuits, claims, liabilitiesdebts, demands, assessments, obligations, promisesliabilities, agreementsattorneys’ fees, controversiescosts, damagesexpenses, civil penalties, unpaid wages, actions, rights of action and causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature kind or character whatsoever, whether based on contract (express, implied, or otherwise), statute, or any other theory of recovery, and whether for compensatory or punitive damages, and whether asserted or unasserted, known or unknown, suspected or unsuspected, anticipated occurring before the Effective Date of the Settlement (the “Named Plaintiffs and Settlement Class Members’ Released Matters”) arising out of or unanticipatedrelated to the allegations in the Complaint or the facts underlying the Complaint, xxxxxx including claims that, without the user’s consent, Apple recorded, disclosed to third parties, or inchoatefailed to delete, conversations recorded as the result of a Siri activation. This release will include claims relating to the Named Plaintiffs and Settlement Class Members’ Released Matters of which the Releasing Parties are presently unaware or which the Releasing Parties do not presently suspect to exist which, if known to the Releasing Parties, would materially affect the Releasing Parties’ release of the Apple Released Parties.
2. Except as otherwise set forth herein or as to obligations created hereby, Apple will be deemed to have completely released and forever discharged Plaintiffs and Class Counsel from and for any and all liabilities, claims, cross-claims, causes of action, rights, actions, suits, debts, liens, contracts, agreements, damages, costs, attorneys’ fees, losses, expenses, obligations, or demands of any kind whatsoever, whether known or unknown, existing or potential, or suspected or unsuspected, whether raised by claim, counterclaim, setoff, or otherwise, including any known or unknown claims, which they have or may claim now or in the Globetrotter Releasors now have, or claim future to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations institution, prosecution, or settlement of past wrongdoing referenced in the August 7Lawsuit, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any except for claims for relating to the enforcement of any provision in the Settlement or this Agreement Agreement, and for the submission of false or any fraudulent claims against FPAC arising under the Merger Agreement or any other Transaction Documentfor Settlement benefits.
3. The Globetrotter Releasors further covenant Parties mutually and expressly acknowledge and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of this Agreement fully and finally releases and fully resolves the claims released in this Section 10(a); (ii) they will Sections H.1 and H.2 above, including any claims that may not initiate or participate in bringing or pursuing be known. Accordingly, the Parties expressly waive all of their rights under Cal. Civil Code § 1542, which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
4. The Parties also expressly waive all rights under any classother statutes, collectivelegal decisions, or common law principles of similar effect to Cal. Civil Code § 1542, whether under the law of California or any other representative action against any jurisdiction.
5. The Parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters underlying the Lawsuit. In furtherance of the Third Point Releasees Parties’ intent, the release of the Named Plaintiffs and Settlement Class Members’ Released Matters shall remain in respect full and complete effect notwithstanding discovery or existence of any additional or different claims or facts.
6. The amount of the claims released in Class Payment pursuant to this Section 10(a); Agreement will be deemed final and (iii) they conclusive against all Settlement Class Members, who will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any be bound by all of the claims released in this Section 10(a). In the event of a breach terms of this Agreement at or prior and the Settlement, including the terms of the judgment to be entered in the Closing by or on behalf Lawsuit and the releases provided for herein.
7. No person shall have any claim of any of kind against the Third Point ReleaseesParties, their counsel, or the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) Settlement Administrator with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated Settlement and the Closing occursmatters set forth herein, or based on determinations or distributions made substantially in accordancewith this Agreement, the release and other covenants set forth in this Section 10(bFinal Approval Order, the Final Judgment, or further order(s) shall not be null and void and shall continue in force and effect as if there had been no breachof the Court.
Appears in 2 contracts
Samples: Settlement Agreement, Settlement Agreement
Releases. (a) Effective upon the date hereofa. In consideration of Heat’s undertakings contained in this Agreement to which Executive is not otherwise entitled, the TP Parties on their own behalf and Executive on behalf of their current or former predecessorsExecutive and, successorsto the extent permitted by law, assigns, affiliates, subsidiaries, parents, trusteeson behalf of Executive’s spouse, heirs, beneficiaries, executors, administrators, assigns, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, attorneys and trustees, and any other persons or entities entities, acting byor purporting to act on Executive’s behalf (collectively, through, under, or in concert with each of them (the “Third Point ReleasorsExecutive Parties”)) generally and completely releases, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, acquits and forever discharge the GB Partiesdischarges Heat, as well as all of their current or former predecessors, successors, assigns, its affiliates, subsidiaries, parentsdivisions, trusteesagents and related parties and its and their respective principals, heirsowners (direct or indirect), beneficiariesmembers, executorsdirectors, administrators, insurersofficers, agents, principals, officers, directorsservants, employees, ownersparties, partnersrepresentatives, membersattorneys and other professionals, managerssuccessors and assigns (collectively, shareholders, heirs, servants, attorneysthe “Heat Related Parties”) of and from, and trustees, and all persons acting by, through, under, promises not to xxx Heat and/or any of the other Heat Related Parties for or in concert with any of them (the “Globetrotter Releasees”)respect of, from any and all claims, demands, contentions, suits, costs, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suitsdamages, rights, demands, costs, losses, debts and expenses (including attorneys’ attorney’s fees and costs actually incurred) costs), indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, of any nature whatsoever, known or unknown, suspected or and unsuspected, anticipated disclosed and undisclosed, arising out of or unanticipatedin any way related to agreements, xxxxxx events, acts or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors conduct at any time heretofore hadprior to and including the execution date of this Agreement, which Executive now has or claimed claims to have against Heat and/or any of the Globetrotter Releasees for other Heat Related Parties jointly, severally or by reason of any cause, matter, or thing whatsoever singly from the beginning of the world through and including time to the date hereofof this Agreement, including, without limitation, claims relating to Executive’s employment with Heat or the termination of Executive’s employment, claims based in contract, tort, constitutional, statutory or common law, and claims under any federal, state, or local statute, order, law or regulation, governing terms or conditions of employment, including but not limited to wages, salary, bonuses, commissions, stock, stock options or any other ownership interest in Heat, vacation pay, benefits expense reimbursements, severance pay, or any other form of compensation; or discrimination in employment on the basis of any protected characteristic (individually a “Claim and collectively “Claims”). This release applies to, and the Claims you are releasing include, but only are not limited to, any and all rights and Claims arising under the National Labor Relations Act, Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§621, et seq.), Title VII of the Civil Rights Act of 1964, as amended, The Civil Rights Act of 1991; 42 U.S.C. § 1981, as amended; the Equal Pay Act; the Americans with Disabilities Act, Genetic Information Nondiscrimination Act of 2008, Uniformed Services Employment and Reemployment Rights Act , the Family and Medical Leave Act; the Employee Retirement Income Security Act (excluding any claims for accrued, vested benefits), the Employee Polygraph Protection Act; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the anti-retaliation provisions of the Xxxxxxxx-Xxxxx Act, or any other federal or state law regarding whistleblower retaliation; the Xxxxx Xxxxxxxxx Fair Pay Act; the Uniformed Services Employment and Reemployment Rights Act; the Fair Credit Reporting Act; the North Carolina Equal Employment Practices Act and the North Carolina Wage and Hour Act. In addition, the Claims you are releasing include, but are not limited to, any and all Claims that any of the Heat Related Parties has violated (i) its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing or (ii) any statute, public policy or common law (including but not limited to Claims for retaliatory discharge; negligent hiring, retention or supervision; defamation; intentional or negligent infliction of emotional distress and/or mental anguish; intentional interference with contract; negligence; detrimental reliance; loss of consortium to you or any member of your family and/or promissory estoppel). This release does not release Heat or Heat Related Parties from obligations under the Severance Agreement. Notwithstanding the foregoing, other than events expressly contemplated by this Agreement Executive does not waive or release rights or Claims that may arise from events that occur after the date this waiver is executed. Also excluded from this Agreement are any Claims which cannot be waived by law, including, without limitation, any rights Executive may have under applicable workers’ compensation laws and Executive’s right, if applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. If any Claim is not subject to release, to the extent arising from permitted by law, Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a Claim in which any of the Company Parties is a party. This Agreement does not abrogate Executive’s existing rights under any Heat benefit plan or any plan or agreement related to equity ownership in Heat; however, it does waive, release and forever discharge Claims existing as of the Merger Agreement, the TP Transaction Documents, the Transaction Documents date Executive executes this Agreement pursuant to any such plan or agreement.
b. Executive acknowledges that Executive is knowingly and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby voluntarily waiving and releasing any claims for and all rights Executive may have under the enforcement of any provision in this AgreementADEA, as amended. The Third Point Releasors further covenant Executive also acknowledges and agree agrees that (i) they will the consideration given to Executive in exchange for the waiver and release in this Agreement is in addition to anything of value to which Executive were already entitled, and (ii) that Executive has been paid for all time worked, has received all the leave, leaves of absence and leave benefits and protections for which Executive is eligible, and has not xxx suffered any on-the-job injury for which Executive has not already filed a Claim. Executive affirms that all of the decisions of the Heat Related Parties regarding Executive’s pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin or bring any action other classification protected by law. Executive affirms that Executive has not filed or cause of actioncaused to be filed, including by way of third-and is not presently a party claimto, cross-claim, or counterclaim, a Claim against any of the Globetrotter Releasees in respect Heat Related Parties. Executive further affirms that Executive has no known workplace injuries or occupational diseases. Executive acknowledges and affirms that Executive has not been retaliated against for reporting any allegation of corporate fraud or other wrongdoing by any of the claims released Heat Related Parties, or for exercising any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law. Executive and the Company agree that the sole reason for the termination of Executive’s employment is because Executive’s position was eliminated as a result of the Company’s financial hardship. All individuals who are being terminated in connection with this hardship will be eligible for benefits based upon their execution of a release substantially similar to this release. Executive is acknowledging by signing this Agreement that Executive understands that Executive is eligible for the benefits which Executive will receive contingent upon Executive executing this release.
c. In consideration of Executive’s undertakings contained in this Section 10(a); (ii) they will Agreement to which Heat is not initiate otherwise entitled, Heat generally and completely releases, acquits and forever discharges Executive of and from, and promises not to xxx Executive for or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a classof, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all claims, demands, contentions, suits, costs, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suitsdamages, rights, demands, costs, losses, debts and expenses (including attorneys’ attorney’s fees and costs actually incurred) costs), indemnities, debts, judgments, levies, executions and obligations of every kind and nature, in law, equity, or otherwise, of any nature whatsoever, known or unknown, suspected or and unsuspected, anticipated disclosed and undisclosed, arising out of or unanticipatedin any way related to agreements, xxxxxx events, acts or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors conduct at any time heretofore hadprior to and including the execution date of this Agreement, which Heat now has or claimed claims to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever Executive from the beginning of the world through and including time to the date hereof of this Agreement, including, without limitation, claims relating to Executive’s employment with Heat or the termination of Executive’s employment, claims based in contract, tort, constitutional, statutory or common law, and claims under any rights federal, state, or local statute, order, law or regulation, governing terms or conditions of employment (collectively, “Heat Claims”). In addition, to require the Third Point Releasees Heat Claims that Heat is releasing include, but are not limited to, any and all Heat Claims that Executive violated (i) to pay in excess Heat’s personnel policies, handbooks, contracts of $61,000,000 pursuant to the Forward Purchase Agreementemployment, the ECL or the TPB Letter covenants of good faith and fair dealing or (ii) to perform any statute, public policy or common law. This release does not release Executive from obligations pursuant to under the terminated Share Purchase Agreements to which certain Third Point Releasees are partiesSeverance Agreement. Notwithstanding the foregoing, other than events expressly contemplated by this Agreement, Heat does not waive or relating to release rights or Heat Claims that may arise from events that occur after the allegations of past wrongdoing referenced in the August 7, 2020 letter date this waiver is executed. Also excluded from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or are any claims against FPAC arising under the Merger Agreement or Heat Claims which cannot be waived by law, including, without limitation, any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate rights Heat may have to file or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect an investigative proceeding of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating federal, state or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachlocal governmental agency.
Appears in 2 contracts
Samples: Severance Agreement (Heat Biologics, Inc.), Severance Agreement (Heat Biologics, Inc.)
Releases. (a) Effective upon the date hereof2.1 Subject to Section 3.5 and Dismissal under Section 3.6, the TP Parties on their own behalf and MICROSOFT, on behalf of itself and its current and future Affiliates, hereby releases and forever discharges Barnes&Noble, its past and current Affiliates and their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsrespective employees, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officersCovenanted Suppliers and Customers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”)as such, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, damages, injuries, duties, rights, obligations, liabilities, adjustments, responsibilities, judgments, trespasses, and demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, in law or in equity, whether known or unknown, suspected to exist or unsuspected, anticipated or unanticipated, xxxxxx or inchoateunsuspected to exist, which were made or could have been made by MICROSOFT alleging infringement (whether direct infringement, contributory infringement or induced infringement) of the Third Point Releasors now haveCovered Patents based upon (1) the manufacture, use, importation, or claim to have, sale by Barnes&Noble or which the Third Point Releasors its current and past Affiliates of any Covered Products sold by Barnes&Noble or its current or past Affiliates at any time heretofore hadprior to the Effective Date, or claimed to have against (2) the Globetrotter Releasees for manufacture, use, importation or sale by reason of any causeCovenanted Suppliers, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of Barnes&Noble or its current or past Affiliates of any Covered Products or any component thereof sold by Barnes&Noble or its current or past Affiliates at any time prior to the Effective Date.For purposes of Sections 3.1 and 3.2, any activity (including but not limited to making, having made, using, importation, offering for sale or sale) of Xxxxxx & Xxxxx, its current or past Affiliates or its Covenanted Suppliers, with respect to a unit of a Covered Product sold during the Term (or any component thereof), shall be deemed to have been performed during the Term.
2.2 Subject to Section 3.5 and Dismissal under Section 3.6, MICROSOFT and Barnes&Noble, on behalf of themselves and their current or former predecessorsand future Affiliates, successorshereby release and forever discharge each other and their past and current Affiliates, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsand their respective employees, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”)as such, from any and all charges, complaints, claims, liabilitiescounterclaims, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesdefenses, actions, causes of action, suits, damages, injuries, duties, rights, obligations, liabilities, adjustments, responsibilities, judgments, trespasses, and demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, in law or in equity, whether known or unknown, suspected to exist or unsuspectedunsuspected to exist, anticipated which were made or could have been made, of any kind or nature arising from or relating in any way to the actions alleged in the Litigations occurring before the Effective Date.
2.3 The Parties and their Affiliates expressly waive all rights under any statutes (such as, for example, California Civil Code § 1542), legal decisions, or common law principles providing that releases of the type extended in Sections 2.1 and 2.2 do not or may not extend to claims which are unknown, unanticipated, xxxxxx or inchoate, which unsuspected at the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees such releases are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligationsexecuted.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Settlement and Patent License Agreement (Barnes & Noble Inc), Settlement and Patent License Agreement (Barnes & Noble Inc)
Releases. (a) Effective upon The Company, on behalf of itself and each of the date hereof, the TP Note Parties on their own behalf (and on behalf of their current each Affiliate thereof) and for itself and for its successors in title and assignees and, to the extent the same is claimed by right of, through or former predecessorsunder any of the Note Parties, successorsfor its past, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurerspresent and future employees, agents, principalsrepresentatives (other than legal representatives), officers, directors, employees, owners, partners, members, managers, shareholders, heirsand trustees (each, servantsa “Releasing Party” and collectively, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsReleasing Parties”), for good does hereby remise, release and valuable considerationdischarge, and shall be deemed to have forever remised, released and discharged, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquitAgent, and forever discharge each of the GB PartiesHolders in their respective capacities as such under the Note Documents, as well as all of their current or former predecessorsand the Agent’s and each Holder’s respective successors-in-title, successorslegal representatives and assignees, assignspast, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, present and future officers, directors, employees, owners, partners, members, managersaffiliates, shareholders, heirs, servants, attorneys, and trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons acting byand entities to whom the Agent and each of the Holders or any of their respective successors-in-title, throughlegal representatives and assignees, underpast, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals would be liable if such persons or in concert with entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Globetrotter Releasees”), from any and all chargesmanner of action and actions, complaintscause and causes of action, claims, liabilitiescharges, obligationsdemands, promisescounterclaims, agreementscrossclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, civil judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, unpaid wagesattorneys’ fees, actionsor any other compensation, causes recovery or relief on account of actionany liability, suitsobligation, demand or cause of action of whatever nature, whether in law, equity or otherwise, whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Releasees, and which are, in each case, based on any act, fact, event or omission or other matter, cause or thing occurring at any time prior to or on the date hereof in any way, directly or indirectly arising out of, connected with or relating to the Notes or any other Note Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Claim” and collectively, the “Claims”); provided, that, no Releasing Party shall have any obligation with respect to Claims to the extent such Claims are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any Releasee. Each Releasing Party further stipulates and agrees with respect to all Claims, that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, demandsand benefits conferred by any applicable U.S. federal or state law, costsor any principle of common law, lossesthat would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 6.
(b) The Company, debts on behalf of each Note Party, itself and expenses its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (including at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Note Party pursuant to Section 6(a) of this Amendment. If any Note Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, the Note Parties, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs actually incurred) incurred by any Releasee as a result of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)such violation.
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Limited Waiver, Deferral and Amendment and Restatement Agreement (Reed's, Inc.), Limited Waiver, Deferral and Amendment and Restatement Agreement (Reed's, Inc.)
Releases. (a) Upon the occurrence of the Effective upon Date and in consideration of payment of the date hereofSettlement Amount specified in paragraph 7 above, the TP Parties on their own behalf Plaintiffs and all Class members, on behalf of themselves and their current or former predecessors, successors, assigns, affiliatesrespective past and present parents, subsidiaries, parentsand affiliates, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsas well as the past and present general and limited partners, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurersand representatives of all Class members (the “Releasors”), agentsshall release and forever discharge, principalsand covenant not to sue Pfizer and its respective past, present, and future parents, subsidiaries, divisions, affiliates, joint ventures, stockholders, general partners, limited partners, officers, directors, management, supervisory boards, insurers, employees, ownersagents, partnersservants, memberstrustees, managersassociates, shareholdersattorneys and any of their legal representatives, or any other representatives thereof (and the predecessors, successors, heirs, servantsexecutors, attorneysadministrators, and trustees, and all persons acting by, through, under, or in concert with any assigns of them each of the foregoing) (the “Globetrotter ReleaseesReleased Parties”), from with respect to, in connection with, or relating to any and all chargespast, complaintspresent, or future liabilities, claims, liabilitiesdemands, obligations, promises, agreements, controversiessuits, damages, civil penaltieslevies, unpaid wagesexecutions, judgments, debts, charges, actions, or causes of action, suitsat law or in equity, rightswhether class, demandsindividual, costsor otherwise in nature, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected which are arising out of or unsuspectedrelating to any conduct, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now haveevents, or claim to havetransactions, (a) alleged, or which could reasonably have been alleged, in the Third Point Releasors at Direct Purchaser Class Action, (b) concerning purchases of EpiPen and/or its generic equivalents and arising under the Xxxxxxx Act, 15 U.S.C. §§ 1 & 2, et seq., any time heretofore hadstate or federal RICO statutes, or claimed any other federal or state statute or common law doctrine relating to have against the Globetrotter Releasees for or by reason of any causeantitrust, matterfraud, unfair competition, unjust enrichment, or thing whatsoever from consumer protection, and (c) the beginning sale, marketing, or distribution of EpiPen or generic EpiPen except as provided for in paragraph 13 herein (the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby“Released Claims”). For the avoidance of doubt, the Third Point Releasors are Released Claims under paragraph 12 of this Settlement Agreement do not hereby releasing pertain to any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claimasserted, or counterclaimwhich reasonably could have been asserted, or may in the future be asserted, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).Mylan and/or Viatris Inc.
(b) Effective In addition, upon the date hereofoccurrence of the Effective Date and in consideration of payment of the Settlement Amount specified in paragraph 7 above, Plaintiffs and all members of the GB Parties Class hereby agree to withdraw and Silver Lake Partners III Cayman (AIV III)release Pfizer from any pending requests for discovery in the Direct Purchaser Class Action, L.P.including any document requests, Silver Lake Technology Investors III Caymaninterrogatories, L.P.requests for admission, SL / PG Global Blue Co-Investand subpoenas, L.P.and, Silver Lake Technology Associates III Caymanfurther, L.P. agree not to seek any further discovery in any form relating to the Direct Purchaser Class Action from Pfizer and Silver Lake (Offshore) AIV GP IIIits respective past, Ltd.present, on their own behalf and on behalf future parents, subsidiaries, divisions, affiliates, joint ventures, stockholders, general partners, limited partners, officers, directors, management, supervisory boards, insurers, employees, agents, servants, trustees, associates, attorneys—in each instance, whether current or former—and any of their current legal representatives, or former any other representatives thereof (and the predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with assigns of each of them the foregoing);
(c) In addition, upon the “Globetrotter Releasors”)Effective Date and in consideration of payment of the Settlement Amount specified in paragraph 7 above, for good and valuable considerationeach Releasor hereby expressly waives, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquitreleases, and forever discharge discharges, upon the TP PartiesSettlement Agreement becoming final pursuant to paragraph 4 hereof, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suitsprovisions, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) and/or benefits conferred by § 1542 of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoatethe California Civil Code, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.reads:
Appears in 2 contracts
Samples: Settlement Agreement, Settlement Agreement
Releases. (a) Effective upon By its execution hereof and in consideration of the date hereofmutual covenants contained herein and other accommodations granted to the Credit Parties hereunder, the TP Parties on their own behalf and each Credit Party, on behalf of itself and each of its Subsidiaries, and its or their current or former predecessors, successors, assignsassigns and agents, hereby expressly forever waives, releases and discharges any and all claims (including cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Claims”) any of them may, as a result of actions or inactions occurring on or prior to the Amendment Effective Date, have or allege to have as of the date of this Agreement or at any time thereafter (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in law, at equity or otherwise, against the Administrative Agent or any Forbearing Lender, their respective affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officersmanagers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, ownersattorneys, partnersconsultants, membersadvisors, managersagents, shareholderstrusts, trustors, beneficiaries, heirs, servantsexecutors and administrators of each of the foregoing (collectively, attorneys, and trustees, and any persons or entities acting by, through, underthe “Released Parties”) arising out of, or in concert with each of them (the “Third Point Releasors”)relating to, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger this Agreement, the TP Transaction DocumentsCredit Agreement, the Transaction Forbearance Agreement, the other Credit Documents and any or all of the actions and transactions contemplated hereby or thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of thirdany actual or alleged performance or non-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect performance of any of the claims released Released Parties hereunder or under the Credit Documents. Each Credit Party hereby acknowledges that the agreements in this Section 10(a); (ii) they will not initiate 13 are intended to be in full satisfaction of all or participate any alleged injuries or damages arising in bringing or pursuing connection with the Claims. In entering into this Agreement, each Credit Party expressly disclaims any classreliance on any representations, collective, private attorney generalacts, or other representative action against omissions by any of the Globetrotter Releasees Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 13 shall survive the termination or expiration of the Forbearance Period and the termination of the Credit Documents and the payment in full in cash of all Obligations of the Credit Parties under or in respect of any of the claims released in this Section 10(a); Credit Agreement and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, Credit Documents and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligationsother amounts owing thereunder.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Forbearance Agreement (California Resources Corp), Forbearance Agreement (California Resources Corp)
Releases. (a) Effective upon In consideration of the date hereofpayments and benefits set forth in this Agreement, except for the rights expressly provided herein, the TP Parties on their own behalf and on behalf of their current or former predecessorsExecutive for himself, successors, assigns, affiliates, subsidiaries, parents, trustees, his heirs, beneficiariesadministrators, representatives, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, successors and trustees, and any persons or entities acting by, through, under, or in concert with each of them assigns (the “Third Point collectively "Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do ") does hereby irrevocably and unconditionally release, acquit, acquit and forever discharge the GB PartiesCompany and its subsidiaries, as well as all of their current or former predecessors, successors, assignsshareholders, affiliates, subsidiaries, parentsdivisions, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, partners, agents, and former and current employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and including without limitation all persons acting by, through, under, under or in concert with any of them (the “Globetrotter collectively, "Releasees”"), and each of them from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesremedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ ' fees and costs actually incurredcosts) of any nature whatsoeverwhatsoever arising out of or relating to his employment relationship, or the termination of that relationship, with the Company and its Affiliated Entities, known or unknown, suspected whether in law or unsuspectedequity and whether arising under federal, anticipated state or unanticipatedlocal law and in particular including any claim for discrimination based upon race, xxxxxx color, ethnicity, sex, age (including the Age Discrimination in Employment Act), national origin, religion, disability, or inchoateany other unlawful criterion or circumstance, which the Third Point Executive and Releasors had, now have, or claim to have, may have in the future against each or which any of the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including until the date hereof, but only Execution Date relating to the extent arising from or related Executive's employment with the Company and its subsidiaries and affiliates. Anything herein to the Merger Agreementcontrary notwithstanding, nothing herein shall release the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing Company from any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that or damages based on (i) they will not xxx any right or bring claim that arises after the Termination Date, (ii) any action or cause of actionright, including any right to a payment or benefit, the Executive may have under this Agreement and under any applicable plan, policy, program or other agreement or arrangement with the Company except as modified by way this Agreement, (iii) his eligibility for indemnification in accordance with applicable laws or the certificate of thirdincorporation or by-party claim, cross-claimlaws of the Company, or counterclaimunder any applicable insurance policy, against with respect to any liability the Executive incurs or has incurred as a director, officer or employee of the Globetrotter Releasees Company or (iv) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against him as a result of any act or failure to act for which he and the Company are jointly liable or (v) or any claim in respect of any brokerage account, personal credit card account or other personal or business relationship with the Company outside of the claims released in this employment relationship. This Section 10(a); (ii6(a) they will shall not initiate apply to any act by the Company that constitutes a criminal act under any Federal, State or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)local law.
(b) Effective The Executive acknowledges that: (i) this entire Agreement is written in a manner calculated to be understood by him; (ii) he has been advised to consult with an attorney before executing this Agreement; (iii) he was given a period of twenty-one days within which to consider this Agreement; and (iv) to the extent he executes this Agreement before the expiration of the twenty-one-day period, he does so knowingly and voluntarily and only after consulting his attorney. The Executive shall have the right to cancel and revoke this Agreement during a period of seven days following the Execution Date, and this Agreement shall not become effective, and no money shall be paid hereunder, until the day after the expiration of such seven-day period (the "Revocation Date"). The seven-day period of revocation shall commence upon the date hereofExecution Date. In order to revoke this Agreement, the GB Parties Executive shall deliver to the Company's Chief Legal Officer, prior to the expiration of said seven-day period, a written notice of revocation. Upon such revocation, this Agreement shall be null and Silver Lake Partners III Cayman void and of no further force or effect.
(AIV III)c) The Executive acknowledges and agrees that the consideration provided to him under the terms of this Agreement exceeds anything to which he is otherwise entitled and that he is owed no wages, L.P.commissions, Silver Lake Technology Investors III Caymanbonuses, L.P.finder's fees, SL / PG Global Blue Co-Investequity or incentive awards, L.P.severance pay, Silver Lake Technology Associates III Caymanvacation pay or any other compensation or payments or remuneration of any kind or nature other than as specifically provided for in this Agreement or the terms of any benefit plan in which the Executive participates. If Executive should hereafter make any claim or demand or commence or threaten to commence any action, L.P. claim or proceeding against the Releasees with respect to any cause, matter or thing which is the subject of this Section 6, this Agreement may be raised as a complete bar to any such action, claim or proceeding, and Silver Lake the applicable Releasee may recover from the Executive all costs incurred in connection with such action, claim or proceeding, including attorneys' fees.
(Offshored) AIV GP IIIThe Company, Ltd.its related entities, on their own behalf and on behalf of their current or former predecessors, successors, assignssubsidiaries, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, partnerships and trustees, joint ventures and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”)their predecessors and successors also agree that, for good and valuable considerationsubject to this Agreement becoming effective, the receipt and sufficiency of which is hereby acknowledged, do they hereby irrevocably and unconditionally release, acquit, acquit and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), Executive from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesremedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ ' fees and costs actually incurredcosts) of any nature whatsoever, known or unknown, suspected whether in law or unsuspectedequity and whether arising under federal, anticipated state or unanticipatedlocal law that the Company had, xxxxxx or inchoate, which the Globetrotter Releasors now havehas, or claim to have, or which may have in the Globetrotter Releasors at any time heretofore had, or claimed to have future against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever Executive from the beginning of the world through and including until the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess Execution Date arising out of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations Executive's employment, relationship, or the termination of past wrongdoing referenced in that relationship with the August 7Company and its Affiliated Entities, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance except that this paragraph shall not apply to any act that constitutes a criminal act under any Federal, state or local law committed or perpetuated by the Executive during the course of GB Transaction Backstop and Other Obligations.” For the avoidance Executive's employment with the Company or its affiliates (including any criminal act of doubtfraud, the Globetrotter Releasors are not hereby releasing any claims for the enforcement misappropriation of any provision in this Agreement funds or any claims against FPAC arising under the Merger Agreement embezzlement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they criminal action).
(ie) will not xxx None of the foregoing provisions of this Section 6 shall be considered as releasing the Company's or bring any action or cause of actionExecutive's entitlements, including by way of third-party claim, cross-claimrights, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) obligations with respect to at least $61,000,000 of Forward Purchase Shares any Stock Incentives or such lesser amount as shall be required to be purchased pursuant to otherwise modifying the Forward Purchase Agreement is fully consummated and the Closing occursterms, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachconditions or limitations of, any Stock Incentives.
Appears in 2 contracts
Samples: Settlement and Release Agreement (Morgan Stanley), Settlement and Release Agreement (Morgan Stanley)
Releases. (a) Effective upon Each member of the date hereofClover Group, the TP Parties on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, itself and its agents, principals, officers, directors, employees, owners, partners, members, managers, shareholderstrustees, heirsbeneficiaries, servantssuccessors, attorneyspredecessors, subsidiaries, principals and controlled affiliates, and trusteesthe respective heirs and estates of all of the foregoing, and any persons or entities acting by, through, under, or in concert with each of them as applicable (the “Third Point Clover Releasors”), for good hereby do release and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquitforever discharge, and forever discharge the GB Partiescovenant not to xxx or take any steps to further any claim, as well as all of action or proceeding against, Hampden or Berkshire and their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalspredecessors, officers, directors, partners, trustees, beneficiaries, employees, ownersagents, partnersrepresentatives, members, managers, shareholders, heirs, servants, attorneysattorneys and any other advisors or consultants, and trusteesthe respective heirs and estates of all of the foregoing, and all persons acting by, through, under, or in concert with any of them as applicable (the “Globetrotter Clover Releasees”), and each of them, from and in respect of any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, claims and causes of action, suitswhether based on any federal or state law or right of action, rightsdirect, demandsindirect or representative in nature, costsforeseen or unforeseen, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoevermatured or unmatured, known or unknown, suspected which all or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which any of the Third Point Clover Releasors now have, had or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to may have against the Globetrotter Releasees for Clover Releasees, or by reason any of them, of any causekind, matternature or type whatsoever, with respect to and in connection with the Proxy Contest, 2014 Annual Meeting, Merger or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, except that the TP Transaction Documents, the Transaction Documents foregoing release does not release any rights and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing duties under this Agreement or any claims the Clover Releasors may have for the enforcement breach of any provision in provisions of this Agreement. The Third Point Releasors further Hampden and Berkshire (the “Berkshire/Hampden Releasors”) hereby do release and forever discharge, and covenant and agree that (i) they will not to xxx or bring take any steps to further any claim, action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereofproceeding against, the GB Parties Clover Group and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalspredecessors, officers, directors, partners, trustees, beneficiaries, employees, ownersagents, partnersrepresentatives, members, managers, shareholders, heirs, servants, attorneysattorneys and any other advisors or consultants, and trusteesthe respective heirs and estates of all of the foregoing, and any persons or entities acting by, through, under, or in concert with each of them as applicable (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Berkshire/Hampden Releasees”), and each of them, from and in respect of any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, claims and causes of action, suitswhether based on any federal or state law or right of action, rightsdirect, demandsindirect or representative in nature, costsforeseen or unforeseen, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoevermatured or unmatured, known or unknown, suspected which all or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which any of the Globetrotter Berkshire/Hampden Releasors now have, had or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to may have against the Third Point Releasees for Berkshire/Hampden Releasees, or by reason any of them, of any causekind, matternature or type whatsoever, with respect to and in connection with the Proxy Contest, 2014 Annual Meeting, Merger or thing whatsoever from Merger Agreement, except that the beginning of the world through and including the date hereof relating to foregoing release does not release any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in duties under this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Berkshire/Hampden Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of may have for the Third Point Releasees in respect breach of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach provisions of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Settlement Agreement (Berkshire Hills Bancorp Inc), Settlement Agreement (Hampden Bancorp, Inc.)
Releases. (a) Effective upon the date hereofClosing, each of Sellers and their successor and assigns (collectively, the TP Parties on “Seller Releasing Parties”) shall be deemed to have remised, released and forever discharged the Company and the Subsidiaries and their own behalf and on behalf of their current or former predecessors, respective successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, directors and employees (and each of their respective heirs, servantsexecutors and administrators acting in such capacities) and, attorneys, subject to and trustees, without in any way limiting Buyer’s obligations under this Agreement and any persons or entities acting byBuyer Document, throughBuyer and its successors, underofficers, or in concert with directors and employees (and each of them their respective heirs, executors and administrators acting in such capacities) (collectively, the “Third Point ReleasorsBuyer and Company Released Parties”), for good of and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilitiesactions, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsmatters, causes of action, in law or in equity, Liabilities, suits, rightsproceedings, arbitrations, mediations or other investigations, debts, Liens, Contracts, promises, accounts, sums of money, reckonings, bonds, bills, demands, costsdamages, losses, debts and expenses (including attorneys’ fees and costs actually incurred) or expenses, whether direct or derivative, of any nature whatsoever, known or unknown, suspected fixed or unsuspectedcontingent, anticipated including any claim for indemnification or unanticipatedcontribution (collectively, xxxxxx or inchoate, which the Third Point Releasors now have“Claims”) that the Seller Releasing Parties, or claim to haveany of them, now has or which the Third Point Releasors at any time heretofore ever had, or claimed to have against the Globetrotter Releasees for hereafter can, shall or may have, for, upon or by reason of any cause, matter, cause or thing whatsoever whatsoever, against the Buyer and Company Released Parties, and each of them, from the beginning of time through the world through Closing Date, other than (i) any obligations to provide indemnification, exculpation or advancement of expenses to any Seller Releasing Party who is or was an officer or director of the Company and including the date hereofSubsidiaries and who is entitled to such indemnification, exculpation or advancement of expenses under the charter of the Company and the Subsidiaries or as a matter of Law by or on behalf of the Company and the Subsidiaries, but only in each case, solely to the extent arising from or any Losses related to such obligation are insured under the Merger Agreement, Tail Policy at no expense to the TP Transaction Documents, the Transaction Documents Company and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claimSubsidiaries, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will any rights that any Seller Releasing Party may have as an Employee to earned and unpaid salary, bonuses, accrued vacation or other employee compensation and unreimbursed expenses, in each case to the extent reflected in Final Closing Working Capital. Each Seller Releasing Party covenants and agrees that such Seller Releasing Party shall not initiate commence, join in or participate in bringing any manner seek relief through any suit arising out of, based upon or pursuing relating to any class, collective, private attorney generalClaim released hereunder, or other representative action against in any of the Globetrotter Releasees in respect of manner assert or cause or assist another to assert any of the claims Claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a classhereunder. NOTWITHSTANDING ANYTHING CONTAINED IN THIS SECTION 6.13 TO THE CONTRARY, collectiveNOTHING HEREIN SHALL BE DEEMED TO RELEASE, private attorney generalWAIVE, or other representative action in respect of any of the claims released in this Section 10(a)MODIFY, AMEND OR OTHERWISE AFFECT THE RIGHTS OR THE OBLIGATIONS, COVENANTS OR COMMITMENTS OF SELLER RELEASING PARTIES OR BUYER AND RELEASED PARTIES UNDER THIS AGREEMENT.
(b) Each Seller Releasing Party acknowledges, represents and warrants that such Seller Releasing Party has had adequate disclosure of all facts necessary to make a knowing release of all Claims released hereunder. Effective upon for all purposes as of the date hereofClosing, each Seller Releasing Party waives and relinquishes any rights and benefits which such Seller Releasing Party may have under any statute or common law principle of any jurisdiction which provides, generally, that a general release does not extend to claims which a creditor does not know or suspect to exist in such Seller Releasing Party’s favor at the GB Parties time of executing this Agreement, which if known by such Seller Releasing Party must have materially affected such Seller Releasing Party’s settlement with the debtor. Each Seller Releasing Party acknowledges that such Seller Releasing Party may hereafter discover facts in addition to or different from those which such Seller Releasing Party now knows or believes to be true with respect to the subject matter of this Section 6.13, but it is each such Seller Releasing Party’s intention to fully and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, finally and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, settle and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from release any and all chargesmatters, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts disputes and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverdifferences, known or unknown, suspected or and unsuspected, anticipated which now exist, may exist or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at heretofore have existed between any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of Seller Releasing Party and any cause, matter, or thing whatsoever from the beginning of the world through Buyer and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant Company Released Party with respect to the Forward Purchase Agreement, the ECL or the TPB Letter or subject matter of this Section 6.13 (ii) to perform any obligations pursuant subject to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants exceptions set forth in this Section 10(b) 6.13). In furtherance of this intention, the releases herein shall be null and void. Notwithstanding remain in effect as full and complete general releases notwithstanding the previous sentence, in the event discovery or existence of any breach such additional or different facts. Each Seller Releasing Party covenants that such Seller Releasing Party has not assigned any Claims which are the subject of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach6.13.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Blucora, Inc.), Stock Purchase Agreement (Blucora, Inc.)
Releases. (a) Effective upon the date hereof, the TP Parties FPAC on their its own behalf and on behalf of their its current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point FPAC Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point FPAC Releasors now have, or claim to have, or which the Third Point FPAC Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement (but excluding any extant obligations of any GB Party, including pursuant to Article II, Sections 9.07, 9.08 and 9.09 of the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated therebythereby (“GB Extant Obligations”)). For the avoidance of doubt, the Third Point FPAC Releasors are not hereby releasing any claims for the enforcement of any provision in this AgreementAgreement or any GB Extant Obligations. The Third Point FPAC Releasors further covenant and agree that (ia) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a12(a); (iib) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a12(a); and (iiic) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a12(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP PartiesFPAC, as well as all of their its current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point FPAC Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point FPAC Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating hereof, but only to the extent arising from or related to the Merger Agreement (but excluding any rights to require the Third Point Releasees (i) to pay in excess extant obligations of $61,000,000 any FPAC Releasee, including pursuant to Section 9.09 of the Forward Purchase Merger Agreement, the ECL or Transaction Documents, the TPB TP Letter or Agreement, any Transaction Document (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced as defined in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP TP Letter Agreement) and the transactions contemplated thereby (“Re: Assurance of GB Transaction Backstop and Other FPAC Extant Obligations.” ”)). For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction DocumentExtant Obligations. The Globetrotter Releasors further covenant and agree that (a) they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point FPAC Releasees in respect of any of the claims released in this Section 10(a12(b); (iib) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Third Point FPAC Releasees in respect of any of the claims released in this Section 10(a12(b); and (iiic) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a12(b). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Forward Purchase Agreement (Far Point Acquisition Corp), Merger Agreement (Far Point Acquisition Corp)
Releases. (a) Effective Conditioned upon the date hereofClosing of the Merger and from and after the Effective Time, the TP Parties on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them the Sellers (the in such capacity, “Third Point Releasors”), for good upon Buyer’s payment to the Exchange Agent of the Payment Fund of the amounts specified in Section 2.7(b) of the Merger Agreement, irrevocably releases and valuable considerationdischarges each and every other Releasor and the Company, Buyer, the receipt Surviving Corporation, the Seller Representative and sufficiency of which is hereby acknowledgedtheir respective Affiliates, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliatesshareholders, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalspartners, officers, members, directors, employees, owners, partners, members, managers, shareholdersemployees and agents in their capacities as such (collectively, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), ) from any and all charges, complaints, claims, liabilities, obligationscosts, promises, agreements, controversies, damages, civil penalties, unpaid wagesexpenses, actions, causes of actionsuits or demands (“Claims”) however arising, suitswhether at law or in equity, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoevercontingent, known or unknown, suspected which each such Releasor and its respective heirs, successors or unsuspectedassigns may have or assert, anticipated in respect of any interest in the Company, the Subsidiaries and their respective Affiliates arising at or unanticipatedbefore the Effective Time, xxxxxx including, but not limited to, any such Claims arising out of (i) any Equity Securities (including any claims for the acts or inchoateomissions of any Releasees associated with the oversight, operation and management of the Company or any Subsidiary prior to the Effective Time) (ii) the Board of Director’s negotiation, approval and/or recommendation of the Merger, (iii) any director or partnership relationship with the Company, the Subsidiaries or their respective Affiliates which the Third Point Releasors now havesuch Releasor or such Releasor’s heirs, successors or claim to have, assigns may have or which the Third Point Releasors have had at any time heretofore had, or claimed up to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereofEffective Time (collectively, but only the “Released Claims”); provided that (a) this release shall not extend to the extent arising from or related to (i) any breach of the Merger Agreement, this Agreement or the TP Transaction Documentsother Ancillary Documents by any parties hereto or thereto, and/or (ii) any payroll expenses accrued in the Transaction Documents Company’s Ordinary Course of Business relating to the last payroll period prior to the Closing Date, including any accrued salary or bonus, severance benefits, vacation and the transactions contemplated thereby. For the avoidance other employee benefits, or reimbursement of doubt, the Third Point Releasors are not hereby releasing business expenses; and (b) nothing contained herein shall affect in any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that manner (i) they will not xxx the right of the Releasors, acting by and through the Seller Representative, to pursue or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, defend themselves against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, indemnification or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Ancillary Document. The Globetrotter Releasors further covenant and agree that they , (iii) will not xxx the rights, liabilities, or bring obligations of any action or cause of actionparty under the Merger Agreement, including by way without limitation the right of third-party claim, cross-claimany Seller to receive all the Merger Consideration to which Seller is or may become entitled under the Merger Agreement and the obligations of Buyer and the other parties under the Merger Agreement, or counterclaim(iii) the rights of the Releasors to be indemnified under (A) the certificate of incorporation and bylaws of the Company and the Surviving Corporation or (B) any employment and non-competition agreement in existence as of the date hereof or entered into in anticipation of the consummation of the Merger between the Seller on the one hand and Buyer, against the Company or any of their respective subsidiaries on the Third Point Releasees other hand, or (iv) the rights of any Seller to compensation or other employment benefits earned or accrued by or for the benefit of such Seller prior to the Effective Time in respect of services performed by such Seller as an employee of the Company, solely to the extent not paid by the Company prior to the Effective Time. Each Releasor confirms that such Releasor has been given a reasonable period within which to consider this release and its consequences and that such Releasor has been advised prior to executing this Agreement to consult with any attorney or any personal or financial advisor such Releasor chooses.
(b) Conditioned upon the Closing of the Merger and from and after the Effective Time, each Releasor will not, and will cause such Releasor’s Affiliates not to, bring, continue or maintain any Released Claims against any Releasee before any court, administrative agency or other forum. Although a Releasor may file a charge with state or federal agencies, from and after the Effective Time the Releasors agree not to seek or accept any money damages or other relief upon the filing of any such administrative charges or complaints, or in judicial proceedings arising therefrom. If any court, administrative agency or other forum assumes jurisdiction over any Released Claim against any Releasee from and after the Effective Time, then the Releasors will, and will cause the Releasors’ Affiliates to, promptly direct such court, agency or forum to withdraw from or dismiss the Released Claim with prejudice. If any Releasor or any of such Releasor’s Affiliates violates this Agreement by suing a Releasee for any Released Claim, then such Releasor will pay all costs and expenses (including reasonable attorney’s fees and costs) incurred by the claims released Releasee in this Section 10(a); defending against such suit from and after the Effective Time.
(iic) they Buyer covenants and agrees that it will not initiate or participate in bringing or pursuing bring any classclaim, collectiveand it will not permit any of its Subsidiaries, or other representative action including the Surviving Corporation, to bring any claims against any Seller signing this Agreement relating to such Seller’s role as an officer, director or stockholder of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or Company prior to the Closing other than any claims permitted by or on behalf of any arising out of the Third Point ReleaseesMerger Agreement, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releaseesother Transaction Document, which breach is both immaterial and not willfulincluding, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurswithout limitation, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachany claims for fraud.
Appears in 2 contracts
Samples: Merger Agreement (Blackhawk Network Holdings, Inc), Seller Support Agreement (Blackhawk Network Holdings, Inc)
Releases. (a) As of the Effective upon the date hereofDate, the TP Parties on their own behalf Company, for itself, and to the fullest extent possible, and on behalf of their current or former predecessorsthe Company’s subsidiaries, joint ventures and partnerships, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, principals, predecessor or successor entities, agents, employees, shareholders, auditors, advisors, consultants, attorneys, insurers, heirs, servantsexecutors, attorneysadministrators and successors and assigns of any such Person, permanently, fully, and trusteescompletely releases, acquits and discharges the Investor Parties, and any persons or entities acting bytheir respective joint ventures and partnerships, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessorsAffiliates, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, principals, predecessor or successor entities, agents, employees, shareholders, auditors, advisors, consultants, attorneys, insurers, heirs, servantsexecutors, attorneysadministrators and successors and assigns of any such Person (collectively, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter ReleaseesInvestor Released Parties”), jointly or severally, of and from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversiesdemands, damages, civil penalties, unpaid wages, actions, causes of action, suitsdebts, rightsliabilities, controversies, judgments and suits of every kind and nature whatsoever, foreseen, unforeseen, known or unknown, that the Company has had, now has, or may have against any of the Investor Released Parties, collectively, jointly or severally, at any time prior to and including the Effective Date, including, without limitation, any and all claims arising out of or in any way whatsoever related to the Investor Parties’ involvement with the Company (such release by the Company, the “Company Release”).
(b) As of the Effective Date, the Investor Parties, and each of them, permanently, fully and completely release, acquit and discharge the Company, and the Company’s subsidiaries, Affiliates, Associates, joint ventures and partnerships, successors, assigns, officers, directors, partners, members, managers, principals, predecessor or successor entities, agents, employees, shareholders, auditors, advisors, consultants, attorneys, insurers, heirs, executors, administrators and successors and assigns of any such Person (in each case, and in their capacities as such) (collectively, the “Company Released Parties”), jointly or severally, of and from any and all claims, demands, costsdamages, lossescauses of action, debts debts, liabilities, controversies, judgments and expenses (including suits of every kind and nature whatsoever, foreseen, unforeseen, known or unknown, that the Investor Parties or any of them, for themselves or itself, and on behalf of their joint ventures and partnerships, successors, assigns, officers, directors, partners, members, managers, principals, predecessor or successor entities, agents, employees, shareholders, auditors, advisors, consultants, attorneys’ fees , insurers, heirs, executors, administrators and costs actually incurred) successors and assigns of any nature whatsoeversuch Person, have had, now have, or may have against any of the Company Released Parties, collectively, jointly or severally, at any time prior to and including the Effective Date, including, without limitation, any and all claims arising out of or in any way whatsoever related to (i) the facts, allegations and claims asserted in the Xxxx Xxx Litigation, the November 2024 Demand and the December 2024 Demand, (ii) the Investor Parties’ involvement with the Company or (iii) any Notes Related Agreement (such release by the Investor Parties, the “Investor Release” and together with the Company Release, the “Releases”).
(c) Each Party hereby acknowledges that as of the time of the Effective Date, the Parties may have claims against one another that a Party does not know or suspect to exist in their or its favor, including, without limitation, claims that, had they been known, might have affected the decision to enter into this Agreement, or to provide the Releases set forth in this Section 7. In connection with such any such claims, each Party agrees that they intend to waive, relinquish and release any and all provisions, rights and benefits any state or territory of the United States or other jurisdiction that purports to limit the application of a release to unknown claims, or to facts unknown at the time the release was entered into. In connection with this waiver, each Party acknowledges that they, or any of them, may (including, without limitation, after the Effective Date) discover facts in addition to or different from those known or believed by them to be true with respect to the subject matter of the Releases set forth in this Section 7, but it is the intention of the Parties to complete, fully, finally and forever compromise, settle, release, discharge and extinguish any and all claims that they may have one against another, known or unknown, suspected or unsuspected, anticipated contingent or unanticipatedabsolute, xxxxxx accrued or inchoateunaccrued, apparent or unapparent, that now exist or previously existed, without regard to the subsequent discovery of additional or different facts. Each Party acknowledges that the foregoing waiver is a key, bargained-for element to this Agreement and the Releases that are part of it. The Investor Parties agree and expressly waive and relinquish, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, as well as any other similar provision under federal or state law, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
(d) The Releases provided for in this Section 7 are intended to be broad, and this breadth is a bargained-for feature of this Agreement. Despite this, the Third Point Releasors now haveReleases provided for in this Section 7 are not intended to, and do not, extend to any Party’s obligations under this Agreement or claim to haveany Party’s ongoing obligations after the Effective Date under the Convertible Note and Notes Related Agreements, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only issuance of shares pursuant to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated therebyFinal Conversion Notice. For the avoidance of doubt, upon the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any delivery to Xxxx Xxx Opportunities of the Globetrotter Releasees in respect 680,563 shares of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 Common Stock pursuant to the Forward Purchase AgreementFinal Conversion Notice as provided in Section 11(g) hereto, the ECL or the TPB Letter or (iiInvestor Release set forth in Section 7(b) hereto shall apply with full force and effect to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant Convertible Note and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachNotes Related Agreements.
Appears in 2 contracts
Samples: Cooperation Agreement (Alta Fox Opportunities Fund, LP), Cooperation Agreement (Daktronics Inc /Sd/)
Releases. (a) Effective upon By its execution hereof and in consideration of the date hereof, terms herein and other accommodations granted to the TP Parties on their own behalf and Borrower on behalf of itself and each of the Loan Parties, and its or their current or former predecessors, successors, assignsassigns and agents, the Borrower on behalf of itself and each of the Loan Parties hereby expressly forever waives, releases and discharges any and all claims (including cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Claims”) any of them may, as a result of actions or inactions occurring on or prior to the Eleventh Amendment Effective Date, have or allege to have as of the date of this Amendment or at any time thereafter (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in Law, at equity or otherwise, against the Agent or any Lender, their respective affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officersmanagers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, ownersattorneys, partnersconsultants, membersadvisors, managersagents, shareholderstrusts, trustors, beneficiaries, heirs, servantsexecutors and administrators of each of the foregoing (collectively, attorneys, and trustees, and any persons or entities acting by, through, underthe “Released Parties”) arising out of, or in concert with each of them (the “Third Point Releasors”)relating to, for good and valuable considerationthis Amendment, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Credit Agreement, the TP Transaction Documents, the Transaction other Loan Documents and any or all of the actions and transactions contemplated hereby or thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of thirdany actual or alleged performance or non-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect performance of any of the claims released in Released Parties hereunder or under the Loan Documents (the “Released Matters”). In entering into this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing Amendment, the Borrower on behalf of itself and each Loan Party expressly disclaims any classreliance on any representations, collective, private attorney generalacts, or other representative action against omissions by any of the Globetrotter Releasees Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 11 shall survive the termination of this Amendment and the Loan Documents and the payment in full in cash of all Obligations of the Loan Parties under or in respect of any of the claims released in this Section 10(a); Credit Agreement and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, Loan Documents and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligationsother amounts owing thereunder.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Unsecured Term Loan Credit Agreement (Corre Horizon Fund, Lp), Unsecured Term Loan Credit Agreement (Team Inc)
Releases. (a) Effective upon By its execution hereof and in consideration of the date hereof, terms herein and other accommodations granted to the TP Parties on their own behalf and Borrower on behalf of itself and each of the Loan Parties, and its or their current or former predecessors, successors, assignsassigns and agents, the Borrower on behalf of itself and each of the Loan Parties hereby expressly forever waives, releases and discharges any and all claims (including cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Claims”) any of them may, as a result of actions or inactions occurring on or prior to the Eighth Amendment Effective Date, have or allege to have as of the date of this Amendment or at any time thereafter (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in Law, at equity or otherwise, against the Agent or any Lender, their respective affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officersmanagers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, ownersattorneys, partnersconsultants, membersadvisors, managersagents, shareholderstrusts, trustors, beneficiaries, heirs, servantsexecutors and administrators of each of the foregoing (collectively, attorneys, and trustees, and any persons or entities acting by, through, underthe “Released Parties”) arising out of, or in concert with each of them (the “Third Point Releasors”)relating to, for good and valuable considerationthis Amendment, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Credit Agreement, the TP Transaction Documents, the Transaction other Loan Documents and any or all of the actions and transactions contemplated hereby or thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of thirdany actual or alleged performance or non-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect performance of any of the claims released in Released Parties hereunder or under the Loan Documents (the “Released Matters”). In entering into this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing Amendment, the Borrower on behalf of itself and each Loan Party expressly disclaims any classreliance on any representations, collective, private attorney generalacts, or other representative action against omissions by any of the Globetrotter Releasees in respect of any Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the claims released releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of 9 shall survive the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.5
Appears in 2 contracts
Samples: Unsecured Term Loan Credit Agreement (Team Inc), Exchange Agreement (Team Inc)
Releases. (a) Effective upon the date hereofa. ASM for itself, the TP Parties on their own behalf and on behalf of their current or former its legal representatives, predecessors, successors, and assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, and each of its past and present officers, directors, shareholders, employees, ownerssubsidiaries, partnersdivisions, memberspartnerships, managersjoint ventures, shareholders, heirs, servantsaffiliated companies, attorneys, and trusteesagents, hereby unconditionally releases and any persons or entities acting byforever discharges APPLIED MATERIALS, through, under, or in concert with each of them (the “Third Point Releasors”)its legal representatives, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, and assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, and each of its past and present officers, directors, shareholders, employees, ownerssubsidiaries, partnersdivisions, memberspartnerships, managersjoint ventures, shareholders, heirs, servantsaffiliated companies, attorneys, and trusteesagents, and all persons acting by, through, under, or in concert with any CUSTOMERS of them (the “Globetrotter Releasees”)APPLIED MATERIALS, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, lossesobligations, debts damages, and expenses (including attorneys’ fees liabilities of every kind, nature, and costs actually incurred) of any nature whatsoeverdescription whatsoever arising before October 31, 1997, whether individual or derivative, state or federal, known or unknown, suspected or unsuspected, anticipated fixed or unanticipatedcontingent, xxxxxx direct or inchoateindirect, which the Third Point Releasors now havewhether or not concealed or hidden, under or claim that relate to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of actionASM LICENSED PATENTS, including without limitation all claims in law or in equity that were asserted or could have been asserted by way of third-party claim, cross-claim, or counterclaim, against any of ASM in connection with the Globetrotter Releasees lawsuits between the parties in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)United States District Court For The Northern District Of California.
(b) Effective upon b. Subject to ASM’s paying all amounts due under the date hereofNOTE AGREEMENT, the GB Parties and Silver Lake Partners III Cayman (AIV III)APPLIED MATERIALS, L.P.for itself, Silver Lake Technology Investors III Caymanits legal representatives, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, and assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, and each of its past and present officers, directors, shareholders, employees, ownerssubsidiaries, partnersdivisions, memberspartnerships, managersjoint ventures, shareholders, heirs, servantsaffiliated companies, attorneys, and trusteesagents, hereby unconditionally releases and any persons or entities acting byforever discharges ASM, through, under, or in concert with each of them (the “Globetrotter Releasors”)its legal representatives, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, and assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, and each of its past and present officers, directors, shareholders, employees, ownerssubsidiaries, partnersdivisions, memberspartnerships, managersjoint ventures, shareholders, heirs, servantsaffiliated companies, attorneys, and trusteesagents, and all persons acting by, through, under, or in concert with any CUSTOMERS of them (the “Third Point Releasees”)ASM, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, lossesobligations, debts damages, and expenses (including attorneys’ fees liabilities of every kind, nature, and costs actually incurred) of any nature whatsoeverdescription whatsoever arising before October 31, 1997, whether individual or derivative, state or federal, known or unknown, suspected or unsuspected, anticipated fixed or unanticipatedcontingent, xxxxxx direct or inchoateindirect, which the Globetrotter Releasors now havewhether or not concealed or hidden, under or claim that relate to haveAPPLIED LICENSED PATENTS, or which the Globetrotter Releasors at any time heretofore hadincluding those patents asserted against ASM in APPLIED MATERIALS’ Radiant Patents, or claimed to have against the Third Point Releasees for or by reason of any causeRibbed Quartz, matterand Epsilon 2000 cases, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay without limitation all claims that were asserted or could have been asserted by APPLIED MATERIALS in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligationsconnection with those cases.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims
c. As further consideration for the enforcement AGREEMENT and for the purpose of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant implementing full and complete mutual releases for past conduct before October 31, 1997, ASM and APPLIED MATERIALS hereby expressly acknowledge and agree that they the releases described above in subsections (ia) and (b) will not xxx include without limitation all matters described therein which may be unknown, unsuspected, or bring any action or cause unanticipated; that the releases described above in subsections (a) and (b) contemplate the extinction of actionall claims described therein, including by way of third-party claimclaims for attorneys’ fees and costs; that ASM and APPLIED MATERIALS expressly waive any right to assert hereafter that any claim described above in subsections (a) or (b) has been, cross-claimthrough ignorance, oversight, or counterclaimnegligence, against any omitted from the scope of the Third Point Releasees in respect of release; and that ASM and APPLIED MATERIALS expressly waive any right or benefit which may be available under Section 1542 of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point ReleaseesCalifornia Civil Code, which breach is both immaterial and not willfulprovides: 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, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Appears in 2 contracts
Samples: Settlement Agreement, Settlement Agreement (Asm International N V)
Releases. (a) Effective upon The Company, on behalf of itself and each of the date hereof, the TP Note Parties on their own behalf (and on behalf of their current each Affiliate thereof) and for itself and for its successors in title and assignees and, to the extent the same is claimed by right of, through or former predecessorsunder any of the Note Parties, successorsfor its past, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurerspresent and future employees, agents, principalsrepresentatives (other than legal representatives), officers, directors, employees, owners, partners, members, managers, shareholders, heirsand trustees (each, servantsa “Releasing Party” and collectively, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsReleasing Parties”), for good does hereby remise, release and valuable considerationdischarge, and shall be deemed to have forever remised, released and discharged, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquitAgent, and forever discharge each of the GB PartiesHolders in their respective capacities as such under the Note Documents, as well as all of their current or former predecessorsand the Agent’s and each Holder’s respective successors-in-title, successorslegal representatives and assignees, assignspast, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, present and future officers, directors, employees, owners, partners, members, managersaffiliates, shareholders, heirs, servants, attorneys, and trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons acting byand entities to whom the Agent and each of the Holders or any of their respective successors-in-title, throughlegal representatives and assignees, underpast, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals would be liable if such persons or in concert with entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Globetrotter Releasees”), from any and all chargesmanner of action and actions, complaintscause and causes of action, claims, liabilitiescharges, obligationsdemands, promisescounterclaims, agreementscrossclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, civil judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, unpaid wagesattorneys’ fees, actionsor any other compensation, causes recovery or relief on account of actionany liability, suitsobligation, demand or cause of action of whatever nature, whether in law, equity or otherwise, whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Releasees, and which are, in each case, based on any act, fact, event or omission or other matter, cause or thing occurring at any time prior to or on the date hereof in any way, directly or indirectly arising out of, connected with or relating to the Notes or any other Note Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Claim” and collectively, the “Claims”); provided, that, no Releasing Party shall have any obligation with respect to Claims to the extent such Claims are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of any Releasee. Each Releasing Party further stipulates and agrees with respect to all Claims, that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, demandsand benefits conferred by any applicable U.S. federal or state law, costsor any principle of common law, lossesthat would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 6.
(b) The Company, debts on behalf of each Note Party, itself and expenses its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (including at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Note Party pursuant to Section 6(a) of this Waiver. If any Note Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, the Note Parties, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs actually incurred) incurred by any Releasee as a result of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)such violation.
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Limited Waiver and Deferral Agreement (Reed's, Inc.), Limited Waiver (Reed's, Inc.)
Releases. (a) Effective In consideration of Broadridge’s execution of this Agreement, subject to and conditioned upon the date hereofoccurrence of the Closing, the TP Parties on their own behalf and Xxxxxx, on behalf of itself, the Xxxxxx Local Affiliates, and their respective current or and former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsservants, officers, directors, shareholders, employees, ownerssubsidiaries, partnersdivisions, membersbranches, managersunits, shareholdersaffiliates, parents, attorneys, successors, predecessors, heirs, servants, attorneyspersonal representatives, and trusteesassigns, and any persons other party, person or entities acting byentity claiming under or through Xxxxxx and the Xxxxxx Local Affiliates, throughbut in no event including Ridge or Newco (each, undera “Xxxxxx Party” and collectively, or in concert with each of them (the “Third Point ReleasorsXxxxxx Parties”), for good and valuable considerationhereby generally, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally releaseforever releases, acquit, discharges and forever discharge acquits Broadridge and the GB Parties, as well as all of Ridge Local Affiliates and their respective current or and former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsservants, officers, directors, shareholders, employees, ownerssubsidiaries, partnersdivisions, membersbranches, managersunits, shareholdersaffiliates, parents, attorneys, successors, predecessors, heirs, servants, attorneyspersonal representatives, and trusteesassigns (each, a “Broadridge Party” and all persons acting bycollectively, through, under, or in concert with any of them (the “Globetrotter ReleaseesBroadridge Parties”), to the fullest extent permitted by law, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsmanners of action, causes of action, suitsjudgments, executions, debts, demands, rights, demandsdamages, costs, lossesexpenses and claims of every kind, debts nature, and expenses character whatsoever, whether in law or in equity, whether based on contract (including attorneys’ fees and costs actually incurredincluding, without limitation, quasi-contract or estoppel), statute, regulation, tort (including, without limitation, intentional torts, fraud, misrepresentation, defamation, breaches of alleged fiduciary duty, recklessness, gross negligence, or negligence) of any nature whatsoeveror otherwise, accrued or unaccrued, known or unknown, suspected matured, unmatured, liquidated or unsuspectedunliquidated, anticipated certain or unanticipatedcontingent, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, that such releasing Xxxxxx Party ever had or claimed to have or now has or claims to have presently or at any future date, against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent Broadridge Party arising from under or related to the Merger Agreementany matter or thing whatsoever, including, without limitation, the TP Transaction DocumentsBroadridge Seller Note, the MSA Documents and their negotiation, execution, performance, any breaches thereof, or their termination and the relationship between Broadridge and Xxxxxx; provided, however, that (A) neither of the Acquisition Transaction Documents nor the New Services Agreement (including their respective terms and conditions and the transactions contemplated thereby. For ) shall affect the avoidance rights, interests and obligations of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in Parties under this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (iiB) they will this release shall not initiate or participate in bringing or pursuing release Broadridge from any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in obligations under this Section 10(a)Agreement; and (iiiC) they will not assist any third party in initiating or pursuing a classnothing under this Agreement shall affect the rights, collective, private attorney general, or other representative action in respect of any interests and obligations of the claims released parties under either of the Acquisition Transaction or the New Services Agreement. Notwithstanding anything contained in this Section 10(a)Agreement to the contrary, PFSC retains and preserves any and all defenses that PFSC may have against the Remaining MSA Termination Claims under the MSA Documents or under applicable law.
(b) Effective In consideration of Xxxxxx’x execution of this Agreement, subject to and conditioned upon the date hereofoccurrence of the Closing, the GB Parties and Silver Lake Partners III Cayman (AIV III)Broadridge, L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, itself and trustees, and the Broadridge Parties (but not including Newco for any persons or entities acting by, through, under, or in concert with each purpose of them (the “Globetrotter Releasors”this paragraph b), for good and valuable considerationhereby generally, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally releaseforever releases, acquit, discharges and forever discharge acquits the TP Xxxxxx Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (to the “Third Point Releasees”)fullest extent permitted by law, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsmanners of action, causes of action, suitsjudgments, executions, debts, demands, rights, demandsdamages, costs, lossesexpenses and claims of every kind, debts nature, and expenses character whatsoever, whether in law or in equity, whether based on contract (including attorneys’ fees and costs actually incurredincluding, without limitation, quasi-contract or estoppel), statute, regulation, tort (including, without limitation, intentional torts, fraud, misrepresentation, defamation, breaches of alleged fiduciary duty, recklessness, gross negligence, or negligence) of any nature whatsoeveror otherwise, accrued or unaccrued, known or unknown, suspected matured, unmatured, liquidated or unsuspectedunliquidated, anticipated certain or unanticipatedcontingent, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, that such releasing Broadridge Party ever had or claimed to have or now has or claims to have presently or at any future date, against any Xxxxxx Party arising under or related to any matter or thing whatsoever, including, without limitation, the Third Point Releasees for or by reason of Broadridge Seller Note, the MSA Documents and their negotiation, execution, performance, any cause, matterbreaches thereof, or thing whatsoever their termination and the relationship between Broadridge and Xxxxxx; provided, however, that (A) neither of the Acquisition Transaction nor the New Services Agreement (including their respective terms and conditions and the transactions contemplated thereby) shall affect the rights, interests and obligations of the Parties under this Agreement; (B) this release shall not release Xxxxxx from any obligations under this Agreement; (C) this release shall not release PFSC from the beginning Remaining MSA Termination Claims; (D) nothing under this Agreement shall affect the rights, interests and obligations of the world through parties under either of the Acquisition Transaction or the New Services Agreement, or under any other new commercial arrangements between any Xxxxxx Party and either Ridge or Newco that become effective at any time from and after the Closing; and (E) this clause (b), including the date hereof relating to any release, discharge and acquittal set forth herein, shall not apply to, or limit the rights, claims, remedies, indemnities or causes of action of, Ridge for periods of time, or claims, indemnities or rights to require arising, at or after the Third Point Releasees closing of the Ridge Transaction, including all rights of Ridge under the Assignment and Assumption Agreement dated as of May 31, 2012, by and among PFSI and Newco (ithe “Assignment Agreement”), and related transaction documents.
(c) to pay in excess of $61,000,000 pursuant to the Forward Purchase In entering into this Agreement, the ECL Parties, and each of them, expressly waive any and all rights that they have or may have under California law (including California Civil Code Section 1542) or under any other similar state or federal statute or under any common law principle that is of similar effect as California Civil Code Section 1542. California Civil Code Section 1542 provides as follows: The consequences of the TPB Letter or (ii) to perform any obligations pursuant foregoing waiver have been explained by counsel to the terminated Share Purchase Agreements to which certain Third Point Releasees are partiesParties. The Parties, and each of them, acknowledge that they may hereafter discover facts different from, or relating in addition to, those which they now know or believe to be true with respect to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to and the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) releases contained herein shall be null and void. Notwithstanding remain effective in all respects notwithstanding such different or additional facts or the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachdiscovery thereof.
Appears in 2 contracts
Samples: Termination and Mutual Release Agreement (Broadridge Financial Solutions, Inc.), Termination and Mutual Release Agreement (Penson Worldwide Inc)
Releases. (a) Effective upon the date hereof3.1 VirnetX, the TP Parties on their own behalf and on behalf of their current or former itself and its predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officersattorneys, directors, shareholders, employees, ownersand officers (collectively with VirnetX, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsVirnetX Releasing Parties”), for good and valuable considerationhereby voluntarily, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally releasefully and forever releases, acquitdischarges, covenants not to xxx, and forever discharge the GB Parties, as well as all of their current or former holds harmless Microsoft and its predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administratorsattorneys, insurers, agents, principalsservants, subcontractors, officers, directors, shareholders, representatives, employees, ownersand Licensees (collectively, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter ReleaseesMicrosoft Released Parties”), ) from and for any and all charges, complaintsrights, claims, debts, liabilities, demands, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts action and expenses (including attorneys’ fees and costs actually incurred) claims for relief of any kind, manner, nature whatsoeverand description, known or unknownunknown (collectively, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate“Claims”), which any of the Third Point Releasors now VirnetX Releasing Parties have, may have had, might have asserted, may now have or claim to haveassert, or which may hereafter have or assert against the Third Point Releasors Microsoft Released Parties, or any of them, arising, accruing or occurring, in whole or in part, at any time heretofore hadprior to the Effective Date, or claimed to have against including, without in any way limiting the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning generality of the world through and including the date hereofforegoing, but only to the extent any claims or causes of action arising from out of or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees facts, transactions, matters or occurrences giving rise to or alleged, or that could have been alleged in respect of or discovered in, the Actions or under any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)Licensed Patents.
(b) Effective upon the date hereof3.2 Microsoft, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former itself and its predecessors, successors, assigns (collectively with Microsoft, the “Microsoft Releasing Parties”), hereby voluntarily, irrevocably and unconditionally fully and forever releases, discharges, covenants not to xxx, and holds harmless VirnetX and its predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administratorsattorneys, insurers, agents, principalsservants, subcontractors, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneysrepresentatives, and trusteesemployees (collectively, the “VirnetX Released Parties”) from and for any and all Claims which any of the Microsoft Releasing Parties have, may have had, might have asserted, or may now have or assert prior to the Effective Date arising out of or related to any of the facts, transactions, matters or occurrences giving rise to or alleged, or that could have been alleged in or discovered in, the Actions as to VirnetX’s assertion of the Patents-in-Suit, except that Microsoft does not release or discharge (or grant a covenant or hold harmless as to) its Claims that the Licensed Patents are invalid, unenforceable, and/or not infringed by Microsoft.
3.3 The VirnetX Releasing Parties and Microsoft Releasing Parties expressly waive any and all statutes, legal doctrines and other similar limitations upon the effect of general releases. By way of example, and without limitation, the foregoing parties waive the benefit of California Civil Code Section 1542, which states 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.” The VirnetX Releasing Parties and Microsoft Releasing Parties, with the advice of their counsel, waive any rights and/or benefits that they, or any of them, might otherwise have under Civil Code Section 1542 and any and all other statutes, legal doctrines and/or principles of similar effect in California, Washington, and any persons other state, federal or entities acting byforeign jurisdiction, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop full extent that such rights and Other Obligationsbenefits may be waived.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Settlement and License Agreement, Settlement and License Agreement (VirnetX Holding Corp)
Releases. (a) As of the Effective upon the date hereofDate, the TP Parties on their own behalf and Company, on behalf of their current or former predecessorsitself and each of the Company’s Affiliates (as defined below), permanently, fully and completely releases, acquits and discharges each Wynnefield Party and each of the Wynnefield Parties’ subsidiaries, joint ventures and partnerships, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholdersprincipals, predecessor entities, agents, employees, stockholders, advisors, consultants, attorneys, insurers, heirs, servantsexecutors, attorneysadministrators, successors and assigns of any such person or entity (in each case, and trusteesin their capacities as such) (collectively, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsWynnefield Affiliates”), for good collectively, separately and valuable considerationseverally, of and from any and all claims (including derivative claims), demands, damages, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, foreseen, unforeseen, known or unknown, that the Company has had, now has, or may have against the Wynnefield Parties and/or the Wynnefield Affiliates, collectively, separately and severally, at any time prior to and including the Effective Date, including (but not limited to) any and all claims arising in respect of or in connection with the nomination and election of directors to the Board, the receipt Proposal or other actions to be taken at the 2020 Annual Meeting; provided, however, that nothing contained herein shall operate to release any obligations arising hereunder.
(b) As of the Effective Date, each of the Wynnefield Parties, on behalf of himself or itself and sufficiency each of which is hereby acknowledgedthe Wynnefield Affiliates, do hereby irrevocably permanently, fully and unconditionally releasecompletely releases, acquitacquits and discharges the Company, and forever discharge the GB PartiesCompany’s subsidiaries, as well as all of their current or former predecessorsjoint ventures and partnerships, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholdersprincipals, predecessor entities, agents, employees, stockholders, advisors, consultants, attorneys, insurers, heirs, servantsexecutors, attorneysadministrators, successors and assigns of any such person or entity (in each case, and trusteesin their capacities as such) (collectively, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter ReleaseesCompany’s Affiliates”), collectively, separately and severally, of and from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversiesdemands, damages, civil penalties, unpaid wages, actions, causes of action, suitsdebts, rightsliabilities, demandscontroversies, costs, losses, debts judgments and expenses (including attorneys’ fees suits of every kind and costs actually incurred) of any nature whatsoever, foreseen, unforeseen, known or unknown, suspected or unsuspectedthat the Wynnefield Parties have had, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to havemay have against the Company and/or the Company’s Affiliates, or which the Third Point Releasors collectively, separately and severally, at any time heretofore had, or claimed prior to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of actionEffective Date, including by way of third-party claim, cross-claim, or counterclaim, against (but not limited to) any of the Globetrotter Releasees and all claims arising in respect of any or in connection with the nomination and election of directors to the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any classBoard, collective, private attorney general, the Proposal or other representative action against any of actions to be taken at the Globetrotter Releasees in respect of any of the claims released in this Section 10(a)2020 Annual Meeting; and (iii) they will not assist any third party in initiating or pursuing a classprovided, collectivehowever, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim that nothing contained herein shall operate to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform release any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligationsarising hereunder.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Settlement Agreement (MVC Capital, Inc.), Settlement Agreement (MVC Capital, Inc.)
Releases. (a) Effective upon the date hereofParent, the TP Parties on their its own behalf and on behalf of their current or former predecessorsits directors, successorsofficers, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurersstockholders, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, employees and trustees, the respective successors and any persons or entities acting by, through, under, or in concert with assigns of each of them the foregoing (the “Third Point Releasors”), for good and valuable considerationcollectively, the receipt "Parent Releasors") agrees to release and sufficiency of which is does hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, acquit and forever discharge the GB Partieseach Stockholder, as well as all of and their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, respective heirs, beneficiarieslegal representatives, executorssuccessors and assigns (collectively, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneysthe "S&D Releasees") from, and trusteesextinguishes, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilitiesdemands, obligations, promises, agreements, controversiesdebts, damages, civil penaltiescosts, unpaid wageslosses, expenses, commissions, actions, causes of action, suits, rights, liabilities, obligations and choses in action of whatever nature or type which any of the Parent Releasors have, or may have, or which have been, or could have been, or in the future otherwise might have been asserted in connection with actions or inactions of the S&D Releasees, or any of them, occurring on or prior to the date hereof, except that in no event shall this paragraph operate to release any of the S&D Releasees from any claims or liability resulting from a breach of the representations, warranties, covenants and agreements of any S&D Releasee contained in this Agreement.
(b) Each Stockholder, on its own and on behalf of its respective heirs, legal representatives, successors and assigns (collectively, the "S&D Releasors"), agrees to release and does hereby release, acquit and forever discharge Parent and its directors, officers, stockholders, agents, attorneys, employees and the respective successors and assigns of each of the foregoing (collectively, the "Parent Releasees"), from, and extinguishes, any and all claims, demands, debts, damages, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverexpenses, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagescommissions, actions, causes of action, suits, rights, demandsliabilities, costs, losses, debts obligations and expenses (including attorneys’ fees and costs actually incurred) choses in action of whatever nature or type which any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which of the Globetrotter S&D Releasors now have, or claim to may have, or which the Globetrotter Releasors at any time heretofore hadhave been, or claimed to could have against the Third Point Releasees for or by reason of any cause, matterbeen, or thing whatsoever from in the beginning future otherwise might have been asserted in connection with actions or inactions of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are partiesParent Releasees, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any classthem, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at occurring on or prior to the Closing by or on behalf of date hereof, except that in no event shall this paragraph operate to release any of the Third Point ReleaseesParent Releasees from any claims or liability resulting from a breach of the representations, the release warranties, covenants and other covenants set forth agreements of any Parent Releasee contained in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Stock Purchase and Exchange Agreement (Wireless Webconnect Inc), Stock Purchase and Exchange Agreement (Wireless Webconnect Inc)
Releases. (a) Effective upon In consideration of the date hereofmutual promises contained herein, each Party, for itself and for each of its Affiliates, hereby generally, irrevocably, unconditionally and completely releases and forever discharges the TP Parties on other Party, such other Party’s Affiliates, and its and their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, stockholders, agents, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiariesadministrators, executors, administratorspredecessors, insurerssuccessors and assigns (hereinafter, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneysthe “Released Parties”) from, and trusteeshereby irrevocably, unconditionally and completely waives and relinquishes, each of such Party’s Released Claims. The Parties acknowledge they are aware that they may hereafter discover facts in addition to or different from those now known or believed to be true with respect to the subject matter of this release, but that it is their intention to hereby fully, finally and forever settle and release all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, such claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts disputes and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverdifferences, known or unknown, suspected or unsuspected, anticipated that now exist or unanticipatedheretofore have existed between the parties and that in furtherance of such intention, xxxxxx this release shall remain in effect as a full and complete release notwithstanding the discovery or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason existence of any cause, matter, such additional or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreementdifferent facts. The Third Point Releasors further covenant term “Released Claims,” when used herein with respect to a Party, shall mean and agree that (i) they will not xxx or bring any action or include each and every claim, charge, complaint, demand, action, cause of action, including by way suit, right, debt, sum of third-party claimmoney, cross-claimcost, or counterclaimreckoning, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any classcovenant, collectivecontract, private attorney generalagreement, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a classpromise, collectivedoing, private attorney generalomission, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereofdamage, the GB Parties and Silver Lake Partners III Cayman (AIV III)execution, L.P.obligation, Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneysliability, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses expense (including attorneys’ fees and costs actually incurred) costs), of any nature whatsoeverevery kind and nature, known whether at law or unknownin equity, suspected that such Party may have had in the past, may now have or unsuspectedmay have in the future against the Released Parties, anticipated and which has arisen or unanticipated, xxxxxx arises directly or inchoate, which the Globetrotter Releasors now haveindirectly out of, or claim to haverelates directly or indirectly to, or which the Globetrotter Releasors at any time heretofore hadcircumstance, or claimed to have against the Third Point Releasees for or by reason of any causeagreement, matteractivity, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claimomission, cross-claim, event or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate matter occurring or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at existing on or prior to the Closing by Amendment Effective Date to the extent such claim relates to or on behalf of arises under the License Agreement or the Option Agreement; provided, however, that the Released Claims shall exclude any and all rights to seek and obtain enforcement of, or a remedy or indemnification arising out of the Third Point Releaseesbreach of, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, any obligation provided for in the event of any breach of this License Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in amended by this Amendment) occurring after the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachAmendment Effective Date.
Appears in 2 contracts
Samples: License Agreement (Alseres Pharmaceuticals Inc /De), License Agreement (Alseres Pharmaceuticals Inc /De)
Releases. (a) Effective Subject to the terms and conditions of this Agreement, and effective upon the date hereofentry of both Joint Stipulated Orders of Dismissal Without Prejudice attached as Exhibit A, each of Endo, TPU, and Teikoku Seiyaku, for (i) itself, (ii) each of its respective Affiliates and (iii) the predecessors, successors and assigns of Endo, TPU, and/or Teikoku Seiyaku and each of their respective Affiliates (collectively, the TP Parties on their own behalf “Endo/Teikoku Releasors”), hereby fully, finally, and on behalf of their current or former forever releases and discharges (A) Xxxxxx, (B) its Affiliates, and (C) the predecessors, successors, assigns, affiliatescustomers, subsidiariesconsumers, parentsdistributors, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneysmanufacturers, and trusteesimporters of Xxxxxx and its Affiliates (collectively, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Xxxxxx Releasees”), ) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightsliabilities, demandsdamages, judgments, costs, expenses, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature or other obligations whatsoever, known or unknown, asserted or unasserted, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now havein law or equity, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent Effective Date, arising from or related relating to the Merger Agreementclaims, counterclaims and defenses brought in the Litigation, the TP Transaction Documentsfiling and prosecution of the Litigation, the Transaction Documents and submission to the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement FDA of any provision patent for listing in the FDA’s Orange Book or any Citizen’s Petition or amendment thereto, or the filing of Xxxxxx’x XXXX seeking approval of Xxxxxx’x Generic Product, including without limitation any antitrust or unfair competition claims (collectively, “Released Claims”), except with respect to the representations, agreements, rights, and obligations of the Parties under this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective Subject to the terms and conditions of this Agreement, and effective upon the date hereofentry of both Joint Stipulated Orders of Dismissal Without Prejudice attached as Exhibit A, Xxxxxx, for (i) itself, (ii) each of its Affiliates, and (iii) the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assignsand assigns of itself and its Affiliates (collectively, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Xxxxxx Releasors” and, collectively with the Endo/Teikoku Releasors, the “Releasors”), for good and valuable considerationfully, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquitfinally, and forever discharge hereby releases and discharges (A) Endo/Teikoku, (B) their Affiliates, and (C) the TP Parties, as well as all of their current or former predecessors, successors, assignsand assigns of Endo/Teikoku and each of their Affiliates (collectively, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Endo/Teikoku Releasees” and, together with the Xxxxxx Releasees, the “Releasees”), ) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightsliabilities, demandsdamages, judgments, costs, expenses, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature or other obligations, whatsoever, known or unknown, asserted or unasserted, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now havein law or equity, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase AgreementEffective Date, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, arising from or relating to Released Claims, except with respect to the allegations representations, agreements, rights, and obligations of past wrongdoing referenced in the August 7Parties under this Agreement.
(c) It is the intention of each Releasor to fully, 2020 letter finally, and forever release all Releasees from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Documentall Released Claims. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released releases contained in this Section 10(a); (ii) they 7 will be and remain in effect notwithstanding the discovery subsequent to the Effective Date of any presently existing fact, and further, mistakes of fact or law will not initiate or participate in bringing or pursuing any classconstitute grounds for modification, collectiveavoidance, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachrescission.
Appears in 2 contracts
Samples: Settlement and License Agreement, Settlement and License Agreement (Endo Health Solutions Inc.)
Releases. (a) Effective upon Each of the date hereof, the TP Loan Parties on their own behalf and (on behalf of their current itself and its Affiliates) for itself and for its successors in title and assignees and, to the extent the same is claimed by right of, through or former predecessorsunder any of the Loan Parties, successorsfor its past, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurerspresent and future employees, agents, principalsrepresentatives (other than legal representatives), officers, directors, employees, owners, partners, members, managers, shareholders, heirsand trustees (each, servantsa “Releasing Party” and collectively, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsReleasing Parties”), for good does hereby remise, release and valuable considerationdischarge, and shall be deemed to have forever remised, released and discharged, the receipt Administrative Agent, Collateral Agent and sufficiency each of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquitthe Lenders in their respective capacities as such under the Loan Documents, and forever discharge the GB PartiesAdministrative Agent’s, as well as all of their current or former predecessorsCollateral Agent’s and each Xxxxxx’s respective successors-in-title, successorslegal representatives and assignees, assignspast, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, present and future officers, directors, employees, owners, partners, members, managersaffiliates, shareholders, heirs, servants, attorneys, and trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons acting byand entities to whom the Administrative Agent, throughCollateral Agent and each of the Lenders or any of their respective successors-in-title, underlegal representatives and assignees, past, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals would be liable if such persons or in concert with entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Globetrotter Releasees”), from any and all chargesmanner of action and actions, complaintscause and causes of action, claims, liabilitiescharges, obligationsdemands, promisescounterclaims, agreementscrossclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, civil judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) fees, or any other compensation, recovery or relief on account of any nature whatsoeverliability, obligation, demand or cause of action of whatever nature, whether in law, equity or otherwise, whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, anticipated or unanticipatednow existing, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, heretofore existing or which the Third Point Releasors at any time may heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, accrue against any of the Globetrotter Releasees Releasees, and which are, in respect of each case, based on any of the claims released in this Section 10(a); (ii) they will not initiate act, fact, event or participate in bringing or pursuing any class, collective, private attorney general, omission or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating matter, cause or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors thing occurring at any time heretofore had, prior to or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including on the date hereof relating to in any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreementway, the ECL directly or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are partiesindirectly arising out of, connected with or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Financing Agreement or any other Transaction Loan Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Limited Waiver to Financing Agreement (Troika Media Group, Inc.), Limited Waiver to Financing Agreement (Troika Media Group, Inc.)
Releases. (a) Effective upon the date hereof1.1 The Bank, the TP Parties on their own behalf and on behalf of itself and any person or entity claiming through or under it, hereby releases and forever discharges Xxxxxxxxx and the Member, and each of their current respective members, directors, officers, employees, stockholders, representatives, advisors, agents, accountants and attorneys, Affiliates (defined, for purposes of this Agreement, as any person that directly, or former predecessorsindirectly through one or more intermediaries, controls or is controlled by, or is under common control with, a Party), successors, assigns, affiliates, subsidiaries, parents, trusteespredecessors, heirs, beneficiariestrusts, executorsestates and assigns (collectively, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), of and from and with respect to any and all chargeslegal and equitable Claims (as defined below). This full and complete release includes, complaintswithout limitation, claimsany and all demands, obligations, liabilities, obligationsindebtedness, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, claims or other cause or causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected or unsuspected, anticipated liquidated or unanticipatedunliquidated, xxxxxx at law or inchoatein equity and whether sounding in contract, which the Third Point Releasors now havetort or otherwise, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever arising from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof related to the Repurchase, the Member’s request therefor and Xxxxxxxxx’x role therein (each a “Claim” and, collectively, the “Claims”), except as to any Claim relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior Agreement. The Bank agrees not to the Closing cause any of its Affiliates to bring a Claim and not to support a Claim brought by or any of its Affiliates, except, in each case, as to any Claim relating to any breach of this Agreement.
1.2 The Member, on behalf of itself and any person or entity claiming through or under it, hereby release and forever discharge the Bank, and each of the Third Point its members, directors, officers, employees, stockholders, representatives, advisors, agents, accountants and attorneys, Affiliates, successors, predecessors, heirs, trusts, estates and assigns (collectively, “Bank Releasees”), which breach is both immaterial of and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) from and with respect to at least $61,000,000 any and all legal and equitable Claims, except as to any Claim relating to any breach of Forward Purchase Shares this Agreement. The Member agrees not to cause any of its Affiliates to bring a Claim and not to support a Claim brought by any of its Affiliates, except, in each case, as to any Claim relating to any breach of this Agreement.
1.3 Xxxxxxxxx, on behalf of himself and any person or such lesser amount entity claiming through or under him, hereby releases and forever discharges each Bank Releasee, of and from and with respect to any and all legal and equitable Claims, except as shall be required to be purchased pursuant any Claim relating to the Forward Purchase Agreement is fully consummated any breach of this Agreement. Xxxxxxxxx agrees not to cause any of its Affiliates to bring a Claim and the Closing occursnot to support a Claim brought by any of its Affiliates, the release and other covenants set forth except, in each case, as to any Claim relating to any breach of this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachAgreement.
Appears in 2 contracts
Samples: Settlement Agreement (Federal Home Loan Bank of Seattle), Settlement Agreement (Federal Home Loan Bank of Seattle)
Releases. 70. As of the Effective Date, Plaintiffs and all Settlement Class Members (awho do not timely opt-out of the Settlement) Effective upon the date hereof(collectively, the TP Parties “Releasors”), and each of their respective, executors, representatives, heirs, successors, bankruptcy trustees, guardians, wards, agents and assigns, and all those who claim through them or who assert claims on their own behalf behalf, shall automatically be deemed to have fully and on behalf irrevocably released and forever discharged Cadence Bank and each of their current or its present and former parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and the present and former directors, officers, employees, agents, insurers, shareholders, attorneys, advisors, consultants, representatives, partners, joint venturers, independent contractors, wholesalers, resellers, distributors, retailers, predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with assigns of each of them (the collectively, “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), of and from any and all chargesclaim, complaintsright, claimsdemand, liabilitiescharge, obligationscomplaint, promisesaction, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes cause of action, suitsobligation, rightsarbitration or liability for any type of relief and statutory or punitive damages predicated on any claim and for actual or statutory damages, demandspunitive damages, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) restitution or other monetary relief of any nature whatsoeverand every kind, including, without limitation, those based on any federal, state, or local law, statute, regulation, or common law, including all claims for declaratory or injunctive relief, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoateunder the law of any jurisdiction, which the Third Point Releasors now have, Plaintiffs or claim to have, or which the Third Point Releasors at any time heretofore Settlement Class Member ever had, now has or claimed may have in the future resulting from, arising out of or in any way, directly or indirectly, relating to: (a) any claims that were or could have been alleged in the Complaint relating to have against the Globetrotter Releasees for APSN Fees; or by reason of (b) any cause, matter, or thing whatsoever from the beginning of the world through and including conduct prior to the date hereof, but only of final settlement approval that was or could have been alleged in the Complaint relating to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated therebyAPSN Fees. For the avoidance of doubt, the Third Point Releasors are not hereby releasing Released Claims include, and each Releasor expressly waives and fully, finally and forever settles, any claims for they may have against Releasees or any of them under the enforcement of Arkansas Deceptive Trade Practices Act and similar state laws, which claims are included in and expressly incorporated into this Paragraph.
71. Plaintiffs and each Settlement Class Member waive and release any provision in this Agreement. The Third Point Releasors further covenant and agree that all provisions, rights, and benefits conferred either: (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any section 1542 of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a)California Civil Code; (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform by any obligations pursuant to law of any state or territory of the terminated Share Purchase Agreements to which certain Third Point Releasees are partiesUnited States, or relating to the allegations principle of past wrongdoing referenced in the August 7common law, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubtwhich is similar, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claimcomparable, or counterclaim, against any equivalent to section 1542 of the Third Point Releasees in California Civil Code, with respect of any of to the claims released in this pursuant to Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any XIV hereto. Section 1542 of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.California Civil Code reads:
Appears in 2 contracts
Samples: Settlement Agreement, Settlement Agreement
Releases. (a) Effective upon the date hereofXxxxx and his respective heirs, the TP Parties on their own behalf and on behalf of their current or former predecessorspersonal representatives, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, assigns and trustees, and any persons all others claiming through or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”)under them, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do does hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, Company Releasees (as well as all of defined below) and their current or respective present and former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsemployees, officers, directors, employees, owners, partners, members, managers, shareholders, heirsagents, servantsconsultants, attorneyscounselor representatives, and trusteesits successors and assigns (collectively, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Company Releasees”), and each of them, of and from any and all charges, complaintsobligations, claims, liabilitiesdebts, obligationsdemands, covenants, contracts, promises, agreements, liabilities, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, lossesexpenses, debts and expenses (including attorneys’ fees and costs actually incurred) fees, actions or causes of action of any nature whatsoever, in law or in equity, whether known or unknown, suspected foreseen or unsuspectedunforeseen, anticipated accrued or unanticipatednot accrued, xxxxxx direct or inchoateindirect, which the Third Point Releasors Xxxxxxx ever had, now have, or claim to can, shall or may have, or which up to the Third Point Releasors at any time heretofore hadEffective Date, against the Company Releasees, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees them, either alone or in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)combination with others.
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on Company behalf of their current itself and its respective successors and assigns and all others claiming through or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”)under them, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do does hereby irrevocably and unconditionally release, acquit, and forever discharge the TP PartiesXxxxx and his respective heirs, as well as all of their current or former predecessorspersonal representatives, successors, assignsassigns (collectively, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Xxxxx Releasees”), and each of them, of and from any and all charges, complaintsobligations, claims, liabilitiesdebts, obligationsdemands, covenants, contracts, promises, agreements, liabilities, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, lossesexpenses, debts and expenses (including attorneys’ fees and costs actually incurred) fees, actions or causes of action of any nature whatsoever, in law or in equity, whether known or unknown, suspected foreseen or unsuspectedunforeseen, anticipated accrued or unanticipatednot accrued, xxxxxx direct or inchoateindirect, which the Globetrotter Releasors Company ever had, now have, or claim to can, shall or may have, or which up to the Globetrotter Releasors at any time heretofore hadEffective Date, against the Xxxxx Releasees, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees them, either alone or in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) combination with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachothers.
Appears in 2 contracts
Samples: Separation and Settlement Agreement (Elite Data Services, Inc.), Separation and Settlement Agreement (Elite Data Services, Inc.)
Releases. (a) Effective upon Each of the date hereofInvestors, the TP Parties on their own behalf and on behalf of their current or former predecessorsRavine and its successors and assigns and himself and his heirs, successorsexecutors, assignsagents, representatives, family members and assigns (collectively, the “Investor Parties”), hereby irrevocably waives, releases and discharges the Company and each of its past, present and future officers, agents, directors, employees, investors, shareholders, partners, administrators, affiliates, attorneys, divisions, subsidiaries, parents, trusteespredecessor and successor corporations, heirsrepresentatives and successors and assigns (collectively, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsCompany Parties”), for good of and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilitiesduties, obligations, promises, agreements, controversies, damages, civil penaltiescosts, unpaid wagesfees, accountings, interest charges, payments, setoffs, debts, demands, actions, suits, accounts, and causes of actionaction of every kind, suitsnature and description, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverin law or equity, known or unknown, suspected asserted or unsuspectedunasserted, anticipated and whether or unanticipated, xxxxxx or inchoatenot discoverable, which the Third Point Releasors now have, such Investor ever had or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to may have against the Globetrotter Releasees for Company or by reason any of any cause, matter, or thing whatsoever the Company Parties from the beginning of the world time through and including the date hereof, but only of this Agreement arising out of or relating in any way to the extent arising from or related to the Merger Subscription Agreement, the TP Transaction Documentsincluding, without limitation, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing Company’s obligations relating in any claims for the enforcement of way to any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)Dilutive Issuance.
(b) Effective upon the date hereofThe Company, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessorsitself and the Company Parties, successorshereby irrevocably waives, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, releases and trustees, discharges the Investors and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good Investor Parties of and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilitiesduties, obligations, promises, agreements, controversies, damages, civil penaltiescosts, unpaid wagesfees, accountings, interest charges, payments, setoffs, debts, demands, actions, suits, accounts, and causes of actionaction of every kind, suitsnature and description, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverin law or equity, known or unknown, suspected asserted or unsuspectedunasserted, anticipated and whether or unanticipated, xxxxxx or inchoatenot discoverable, which the Globetrotter Releasors now have, Company ever had or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to may have against the Third Point Releasees for Investors or by reason of any cause, matter, or thing whatsoever Ravine from the beginning of the world time through and including the date hereof of this Agreement arising out of or relating to in any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant way to the Forward Purchase Subscription Agreement, the ECL or the TPB Letter or (ii) including but not limited to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or claims relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any assignment of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior Ravine Shares by Ravine to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachInvestors.
Appears in 2 contracts
Samples: Stock Distribution and Release Agreement (iMedicor), Stock Distribution and Release Agreement (iMedicor)
Releases. Subject to the satisfaction or waiver by the Parties in writing (aincluding via email from counsel) Effective upon of the date hereofconditions precedent set out in Section 13 (Conditions Precedent), on the TP Parties on their own behalf CP Satisfaction Date, each of the Parties, for and on behalf of themselves and each of their current or former predecessors, successors, assigns, respective affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them parent companies (the “Third Point Releasors”as applicable), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all each of their current or former predecessors, successors, assigns, and their affiliates’, subsidiaries’, parentsand parent companies’ respective past, trusteespresent and future directors, heirsofficers, beneficiariespartners, executors, administrators, insurersemployees, agents, principalsadvisors, representatives, directors, members, and managers (in each case, together with their successors and assigns) (collectively, the “Releasing Parties”) hereby release and forever discharge each other Party to this Agreement and each of their respective affiliates, parent companies, and subsidiaries, as well as each Parties’ legal advisors and their respective affiliates’, parent companies’, and subsidiaries’ respective past, present and future directors, officers, directorspartners, employees, ownersagents, partnersconsultants, memberslegal counsel, financial and other advisors, members and managers, shareholders(in each case, heirstogether with their successors and assigns, servantsas applicable, attorneysof the foregoing) (collectively, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter ReleaseesReleased Parties”), ) from and against any and all charges, complaints, claims, liabilitiesdemands, liens, agreements, contracts, covenants, actions, suits, causes of action in law or equity, breaches of fiduciary or other duties, obligations, promisescontroversies, agreementsdebts, controversiescosts, expenses, damages, civil penaltiesjudgments, unpaid wagesorders and liabilities of whatever kind or nature in law, actionsequity or otherwise, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, fixed or contingent, suspected or unsuspectedunsuspected by any of the Releasing Parties, anticipated or unanticipated(collectively, xxxxxx or inchoatethe “Released Claims”), which any of the Third Point Releasors now Releasing Parties have, or claim to haveown, or which hold as of the Third Point Releasors CP Satisfaction Date, or have at any time heretofore prior to the CP Satisfaction Date had, owned, or claimed to have against the Globetrotter Releasees for held which, in each case, are based upon or by reason related to, or arise out of or in connection with, any cause, matter, cause or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claimexisting, or counterclaimanything done, against omitted or suffered to be done or omitted (including any actual or alleged performance or non-performance on the part of any of the Globetrotter Releasees Released Parties) at any time prior to the CP Satisfaction Date, in each case, in any way related to or in connection with this Agreement, any other document relating to the Transaction as set out in the Term Sheet, the IAIL Investment Agreement (as defined in the Term Sheet), SF Reserved Matters Letter Agreement (as defined in the Term Sheet), the Indenture, the Notes, any or all of the actions and transactions contemplated hereby or thereby, the memorandum and articles of association of the Company or VAGL, and any decisions, acts or omissions in respect of any of the claims released foregoing or otherwise affecting one or more of the Releasing Parties, including any matters and Claims about which a Releasing Party does not know or suspect to exist in this Section 10(a); their favor, whether through ignorance, oversight, error, negligence or otherwise (ii) they will not initiate or participate other than in bringing or pursuing cases of any classloss, collectiveclaim, private attorney generaldamage, liability, or other representative action against any expense which is finally judicially determined on a non-appealable basis by a court of competent jurisdiction to have resulted from the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney generalwillful misconduct, or other representative action in respect actual fraud of any of the claims released in this Section 10(aa Party).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Forbearance Agreement (Vertical Aerospace Ltd.), Forbearance Agreement (Fitzpatrick Stephen James)
Releases. (a) 3.1. Upon the Effective upon Date, Lead Plaintiff and each of the date hereofSettlement Class Members, the TP Parties on their own behalf and on behalf of themselves and each of their current or former predecessorsrespective officers, successorsdirectors, assignsshareholders, affiliatesemployees, agents, personal representatives, spouses, subsidiaries, parents, trustees, heirs, beneficiariesexecutors, administrators, successors and assigns, and any other Person claiming (now or in the future) to be acting on behalf of any of them, in their capacities as such, and regardless of whether Lead Plaintiff or any such Settlement Class Member ever seeks or obtains by any means, including, without limitation, by submitting a Claim Form, any distribution from the Settlement Fund, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged all Released Plaintiffs’ Claims against the Released Defendant Persons and shall have covenanted not to sue the Released Defendant Persons with respect to all such Released Plaintiffs’ Claims, and shall be permanently barred and enjoined from instituting, commencing, participating in, continuing, maintaining, asserting or prosecuting, whether directly or indirectly, whether in the United States or elsewhere, whether on their own behalf or on behalf of any class or any other Person, any Released Plaintiffs’ Claim against the Released Defendant Persons; provided, however, that nothing herein shall bar any action or claim to enforce the terms of the Settlement or the Judgment entered pursuant thereto.
3.2. Upon the Effective Date, each of the Defendants, and each of their respective officers, directors, controlling shareholders, employees, agents, personal representatives, spouses, subsidiaries, trustees, heirs, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, successors and trusteesassigns, and any persons or entities acting by, through, under, other Person claiming (now or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (ifuture) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or be acting on behalf of any of the Third Point Releaseesthem, the release and other covenants set forth in this Section 10(b) their capacities as such, shall be null deemed to have, and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any operation of the Third Point ReleaseesJudgment shall have, which breach is both immaterial fully, finally, and forever released, relinquished, and discharged all Released Defendants’ Claims against the Released Plaintiff Persons and shall have covenanted not willful, if to sue the Forward Closing (as defined in the Forward Purchase Agreement) Released Plaintiff Persons with respect to at least $61,000,000 of Forward Purchase Shares or all such lesser amount as Released Defendants’ Claims, and shall be required permanently barred and enjoined from instituting, commencing, participating in, continuing, maintaining, asserting or prosecuting, whether directly or indirectly, whether in the United States or elsewhere, any Released Defendants’ Claim against the Released Plaintiff Persons; provided, however, that nothing herein shall bar any action or claim to be purchased enforce the terms of the Settlement or the Judgment entered pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachthereto.
Appears in 2 contracts
Samples: Stipulation of Settlement, Stipulation of Settlement
Releases. (a) Effective upon the date hereof7.1 Corixa, the TP Parties on Xxxxxxx, Michigan and GSK, for themselves and their own behalf and on behalf of their current or former predecessorsagents, successors, assigns, affiliatesemployees, subsidiariesrepresentatives and attorneys, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, hereby release and discharge Biogen Idec and its respective present or former officers, directors, stockholders, employees, ownersagents, AFFILIATES, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, assigns and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), attorneys from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesdemands, actions, rights, causes of action, suitsdebts, rights, demandsobligations, costs, lossesexpenses, debts and expenses (including attorneys’ fees fees, damages, and costs actually incurred) liabilities of any kind or nature whatsoever, or character whatsoever whether known or unknown, suspected or unsuspected, anticipated actual or unanticipatedpotential, xxxxxx absolute or inchoatecontingent, pending or anticipated, which the Third Point Releasors now have, relate to any and all allegations or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason claims of infringement of any cause, matter, or thing whatsoever from the beginning patents of the world through THE XXXXXXXX PATENT FAMILY and including the date hereof, but only THE XXXX PATENT FAMILY with respect to any acts committed prior to the extent arising from EFFECTIVE DATE of this AGREEMENT, any and all claims that were or related could have been made in THE LAWSUITS, any and all claims which arise out of or are connected to any occurrence or conduct alleged or referred in THE LAWSUITS which occurred prior to the Merger AgreementEFFECTIVE DATE of this AGREEMENT, and any and all claims which arise out of or are connected to the TP Transaction Documentsfiling, the Transaction Documents prosecution, and the transactions contemplated thereby. For the avoidance defense of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)THE LAWSUITS.
(b) Effective upon the date hereof7.2 Biogen Idec, the GB Parties for itself and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessorsits agents, successors, assigns, affiliatesemployees, subsidiariesrepresentatives and attorneys, parentshereby releases and discharges Corixa, trusteesXxxxxxx, heirs, beneficiaries, executors, administrators, insurers, agents, principals, Michigan and GSK and their respective present or former officers, directors, stockholders, employees, ownersagents, AFFILIATES, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, assigns and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), attorneys from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesdemands, actions, rights, causes of action, suitsdebts, rights, demandsobligations, costs, lossesexpenses, debts and expenses (including attorneys’ fees fees, damages, and costs actually incurred) liabilities of any kind or nature whatsoever, or character whatsoever whether known or unknown, suspected or unsuspected, anticipated actual or unanticipatedpotential, xxxxxx absolute or inchoatecontingent, pending or anticipated, which the Globetrotter Releasors now have, or claim relate to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason and all allegations and claims of infringement of any cause, matter, or thing whatsoever from the beginning patents of the world through and including the date hereof relating THE NEORX PATENT FAMILY with respect to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant acts committed prior to the Forward Purchase AgreementEFFECTIVE DATE of this AGREEMENT, the ECL any and all claims that were or the TPB Letter could have been made in THE LAWSUITS, any and all claims which arise out of or (ii) are connected to perform any obligations pursuant occurrence or conduct alleged or referred in THE LAWSUITS which occurred prior to the terminated Share Purchase Agreements to EFFECTIVE DATE of this AGREEMENT, and any and all claims which certain Third Point Releasees arise out of or are parties, or relating connected to the allegations filing, prosecution, and defense of past wrongdoing referenced in the August 7THE LAWSUITS.
7.3 It is specifically understood that this AGREEMENT may be pleaded as a full and complete defense to, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing may be used as a basis for an injunction against any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collectivesuit, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a classproceeding, collectivewhich may be instituted, prosecuted, or other representative action attempted in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachAGREEMENT.
Appears in 2 contracts
Samples: Sublicense Agreement (Spectrum Pharmaceuticals Inc), Sublicense Agreement (Spectrum Pharmaceuticals Inc)
Releases. (a) Effective upon the date hereofMATT and MATTF, in consideration of good and valuable consideration received and to be received from Quepasa hereunder, the TP Parties on sufficiency of which is acknowledged, each releases and discharges Quepasa, its subsidiaries and affiliates and its and their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, respective officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurersemployees, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, attorneys and affiliates and its and their respective heirs, servantspersonal representatives, attorneyssuccessors and assigns (collectively, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Quepasa Releasees”), of and from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsdemands, causes of action, suits, rightsactions, demandsproceedings, costsjudgments, lossesdebts, debts damages, liabilities and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverobligations, known at law, equity or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoateotherwise, which the Third Point Releasors now have, MATT or claim to have, MATTF or which the Third Point Releasors at any time heretofore of its affiliates and any of their respective successors or assigns had, have or claimed to may hereafter have against the Globetrotter Quepasa Releasees for or by reason of any cause, matter, or thing whatsoever arising under the Services Agreement from the beginning of the world through and including the date hereof, but only to the extent arising from or related to Effective Date other than the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsdemands, causes of action, suits, rightsactions, proceedings, judgments, debts, damages and liabilities arising the Surviving Provisions; except that, MATT and MATTF in no way release or discharge Quepasa’s obligations under this Agreement or the Ancillary Documents. Nothing herein shall be construed as an admission by Quepasa that MATT or MATTF has any claim against it. MATT and MATTF and their respective successors and assigns, further waive any and all manner of notice, knowledge or discovery of any and all such actual or alleged claims of cause of action.
(b) Quepasa, in consideration of good and valuable consideration received and to be received from MATT and MATTF hereunder, the sufficiency of which is acknowledged, releases and discharges MATT and MATTF and its and their subsidiaries and affiliates and its and their respective officers, directors, shareholders, employees, agents, attorneys and affiliates and its and their respective heirs, personal representatives, successors and assigns (together, the “MATT/MATTF Releasees”), of and from all claims, demands, costscauses of action, lossessuits, debts actions, proceedings, judgments, debts, damages, liabilities and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverobligations, known at law, equity or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoateotherwise, which the Globetrotter Releasors now have, Quepasa or claim to have, any of its affiliates and any of their respective successors or which the Globetrotter Releasors at any time heretofore assigns had, have or claimed to may hereafter have against the Third Point MATT/MATTF Releasees for or by reason of any cause, matter, or thing whatsoever arising under the Services Agreement from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase AgreementEffective Date other than the claims, demands, causes of action, suits, actions, proceedings, judgments, debts, damages and liabilities arising under the ECL Surviving Provisions; except that, Quepasa in no way releases or the TPB Letter discharges MATT’s or (ii) to perform any MATTF’s obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in under this Agreement or the Ancillary Agreements. Nothing herein shall be construed as an admission by MATT or MATTF that Quepasa has any claim against it or them. Quepasa, its affiliates and their respective successors and assigns, further waive any and all manner of notice, knowledge or discovery of any and all such actual or alleged claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or of cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Termination Agreement (Quepasa Corp), Termination Agreement (Quepasa Corp)
Releases. (a) Effective upon In consideration of the date hereofcovenants, the TP Parties on their own behalf terms and on behalf provisions of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneysthis Agreement, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally releaseintending to be legally bound, acquiteffective as of the Effective Date of the Registration Statement referred to in Section 2, Consultant, for himself, his predecessors and forever discharge the GB Partiessuccessors in interest, as well as all of their current or former predecessorspartners (past and present), successorsattorneys, parent corporations, subsidiaries, affiliates, assigns, affiliatesagents, subsidiariesservants, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agentsassociates, principals, officers, stockholders, directors, employees, owners, partners, members, managers, shareholdersinsurers and representatives, heirsif any, (collectively, the "Consultant Entities"), hereby absolutely and fully and forever release and discharge GTLL, TNCX, IFT, Ocean Castle and Gross, their predecessors and successors in interest, partners (past and present), attorneys, parent corporations, subsidiaries, affiliates, assigns, agents, servants, attorneysassociates, principals, officers, stockholders, directors, employees, members, managers, insurers and trusteesrepresentatives, and all persons acting byif any, through(collectively, under, or in concert with any of them (the “Globetrotter Releasees”"GTLL Entities"), from any and all chargesactions, complaints, claimsdebts, liabilities, demands, damages, obligations, promises, acts, agreements, controversiescosts and expenses (including without limitation, damagesattorney's fees), civil penaltiesrights, unpaid wagesclaims, actionscounterclaims, and causes of action, suitsof whatever kind or nature, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected or unsuspected, anticipated vested or unanticipatedcontingent, xxxxxx choate or inchoate, which thax xxx of the Third Point Releasors now have, Consultant Entities have or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to could have asserted against the Globetrotter Releasees for GTLL Entities in connection with the Consulting Agreement and, except as set forth herein, the Consultant Entities, agree never to institute any suit or by reason of any causeaction against the GTLL Entities with respect to the Consulting Agreement; provided, matterhowever, or thing whatsoever from that the beginning obligations of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors GTLL Entities under this Agreement are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)released.
(b) Effective upon In consideration of the date hereofcovenants, the GB Parties terms and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf provisions of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneysthis Agreement, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do and intending to be legally bound, effective on the Effective Date of the Registration Statement referred to in Section 2, the GTLL Entities hereby irrevocably absolutely and unconditionally release, acquit, fully and forever release and discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”)Consultant Entities, from any and all chargesactions, complaints, claimsdebts, liabilities, demands, damages, obligations, promises, acts, agreements, controversiescosts and expenses (including without limitation, damagesattorney's fees), civil penaltiesrights, unpaid wagesclaims, actionscounterclaims, and causes of action, suitsof whatever kind or nature, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected or unsuspected, anticipated vested or unanticipatedcontingent, xxxxxx choate or inchoate, which the Globetrotter Releasors now have, thax xxx GTLL Entities have or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to could have asserted against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from Consultant Entities in connection with the beginning Consulting Agreement and the actions of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant Consultant Entities with relation to the Forward Purchase AgreementGTLL Entities and/or its personnel, confidential information, and all matters directly or indirectly claimed or alleged between the parties in connection therewith or in any way related thereto; and, except as set forth herein, the ECL GTLL Entities agree never to institute any suit or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) Consultant Entities with respect to at least $61,000,000 the Consulting Agreement; provided, however, that the obligations of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Consultant Entities under this Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall are not be null and void and shall continue in force and effect as if there had been no breachreleased.
Appears in 2 contracts
Samples: Termination and Settlement Agreement (Global Technologies LTD), Termination and Settlement Agreement (Global Technologies LTD)
Releases. a. In consideration of the payments and benefits (aless all applicable withholdings) Effective upon the date hereofset forth in this Agreement, the TP Parties on their own behalf and Executive, on behalf of their current or former predecessorshimself and his agents, successors, assigns, affiliates, subsidiaries, parents, trusteesspouse, heirs, beneficiaries, executors, administratorssuccessors and assigns, insurersknowingly and voluntarily releases, agentsremises, and forever discharges the Company, its parents, subsidiaries or Affiliates, together with all of the foregoing entities’ respective current and former principals, officers, directors, employeespartners, ownersshareholders, partnersagents, representatives, attorneys, insurers, members, managers, shareholdersand employees, and each of the above listed Person’s heirs, servantsexecutors, attorneyssuccessors and assigns whether or not acting in his or her representative, and trusteesindividual or any other capacity (collectively, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsReleasees”), for good and valuable consideration, to the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”)fullest extent permitted by law, from any and all chargesdebts, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesdemands, actions, causes of actionactions, suitsaccounts, rightscovenants, demandscontracts, agreements, claims, damages, costs, lossesexpenses, debts omissions, promises, and expenses (including attorneys’ fees any and costs actually incurred) all claims and liabilities whatsoever, of any nature whatsoeverevery name and nature, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoateboth in law and equity (“Claims”), which the Third Point Releasors Executive ever had, now havehas, or may hereafter claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for Releasees, including but not limited to, those related to or by reason of arising from Executive’s employment with the Company, the cessation thereof, the Employment Agreement, or any cause, other matter, cause or thing whatsoever relating thereto arising from the beginning of the world through and including time to the date hereofhereof (the “General Release”). The General Release shall apply to any Claim of any type, but only including, without limitation, any Claims with respect to Executive’s entitlement to any wages, bonuses, benefits, payments, or other forms of compensation; any claims of wrongful discharge, breach of contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, personal injury, or emotional distress; any Claims of any type that Executive may have arising under the common law; any Claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Executive Retirement Income Security Act, the Texas Human Rights Act, the Fair Labor Standards Act, the federal Workers’ Adjustment and Retraining Notification Act, the Xxxxxxxx-Xxxxx Act, each as amended; and any other federal, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Releasees and Executive, and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the termination of employment, with the Company or any Releasee and to any Claims for fraud or fraud in the inducement or fraudulent misrepresentation in relation to any such matters.
b. Except as provided in Section 2 of this Agreement, Executive acknowledges and agrees that the Company and its Affiliates have fully satisfied any and all obligations owed to him, and no further sums are owed to him by the Company or by any of the other Releasees at any time. Executive represents and warrants that Executive has not filed, and Executive will not file, any lawsuit or institute any proceeding, charge, complaint or action asserting any claim released by this Agreement before any federal, state, or local administrative agency or court against any Releasee, concerning any event occurring prior to the signing of this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (collectively, “Government Agencies”) or limits Executive’s ability to provide information to or communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies in connection with any charge or complaint, whether filed by Executive, on his behalf, or by any other individual. However, to the maximum extent permitted by law, Executive agrees that if such a charge or complaint is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies. This Agreement does not limit or prohibit Executive’s right to receive an award for information provided to any Government Agency to the extent arising from that such limitation or related prohibition is a violation of law. Furthermore, if Executive makes a confidential disclosure of any trade secret or confidential information of the Company to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims a government official or an attorney for the enforcement sole purpose of reporting or investigating a suspected violation of law, or in a court filing under seal, Executive will not be held liable under this Agreement or under any provision federal or state trade secret law for such a disclosure. Executive also hereby agrees that nothing contained in this Agreement. The Third Point Releasors further covenant and agree that Agreement shall constitute or be treated as an admission of liability or wrongdoing by any of the Releasees.
c. Nothing in this Section 3 shall be deemed to release (i) they will not xxx Executive’s right to enforce the terms of this Agreement, (ii) any rights to indemnification or bring any action coverage under the Company’s or cause its Affiliates directors’ and officers’ liability insurance, (iii) Executive’s rights under that certain Agreement and Plan of actionMerger, dated as of December 22, 2016, by and among the Company, Xxxxxxxx Capital Acquisition Corp. II, HCAC Merger Sub, Inc. and Executive, solely in his capacity as stockholder representative, including by way of third-party claim, cross-claimany rights to any Earnout Merger Consideration (as defined therein) thereunder, or counterclaim(iv) any Claim that cannot be waived under applicable law, including any rights to workers’ compensation or unemployment insurance.
d. Executive hereby represents and warrants to the Releasees that Executive is the sole owner of any Claims that Executive may now have or in the past had against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will and that Executive has not initiate or participate in bringing or pursuing any classassigned, collective, private attorney generaltransferred, or other representative action purported to assign or transfer any such Claim to any Person or entity. Executive represents that Executive has suffered no work-related injuries while providing services for the Company and represents Executive does not intend to file any claim for compensation for work-related injury. Executive further represents that Executive has not filed any lawsuits or claims against any of the Globetrotter Releasees in respect of Releasees, or filed any charges or complaints with any agency against any of the Releasees. Executive represents that he has not reported any alleged improper conduct or activity to the Company or any of its Affiliates; that he has no knowledge of any such conduct or activity; and that he has not been retaliated against for reporting any allegations of wrongdoing by the Company or any of its Affiliates.
e. Executive acknowledges that this Section 3 contains a waiver of any rights and claims released under the ADEA and the Older Workers Benefit Protection Act. Executive acknowledges and represents that he has been given at least twenty-one (21) days during which to review and consider the provisions of this Agreement and, specifically, the General Release set forth in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general3, or other representative action has knowingly and voluntarily waived the right to do so, with the execution of this Agreement constituting a voluntary waiver. Executive further acknowledges and represents that he has been advised by the Company that he has the right to revoke this Agreement for a period of seven (7) days after signing it. Executive acknowledges and agrees that, if he wishes to revoke this Agreement, he must do so in respect of any a writing, signed by him and received by Xxxxxx Xxx, General Counsel, at xxxxxx@xxxxxx.xxx no later than 5:00 p.m. local time on the seventh (7th) day of the claims released in revocation period. If the last day of the revocation period falls on a Saturday, Sunday or holiday, the last day of the revocation period will be deemed to be the next business day. If no such revocation occurs, the General Release and this Section 10(aAgreement shall become effective on the eighth (8th) day following his execution of this Agreement (the “Effective Date”).
(b) Effective upon the date hereoff. The Company, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessorsitself and its subsidiaries, successors, successors and assigns, affiliatesknowingly and voluntarily releases, subsidiariesremises, parentsand forever discharges Executive, trusteeshis agents, spouse, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, successors and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), assigns from any and all chargesdebts, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesdemands, actions, causes of actionactions, suitsaccounts, rightscovenants, demandscontracts, agreements, claims, damages, costs, lossesexpenses, debts omissions, promises, and expenses (including attorneys’ fees any and costs actually incurred) of any nature all claims and liabilities whatsoever, known or unknownof every name and nature, suspected or unsuspected, anticipated or unanticipatedboth in law and equity, xxxxxx or inchoate, which based on facts known by the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning Board as of the world through and including Separation Date, related to or arising from Executive’s employment with the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase AgreementCompany, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are partiescessation thereof, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachEmployment Agreement.
Appears in 2 contracts
Samples: Separation Agreement (Daseke, Inc.), Separation Agreement (Walden Group, Inc.)
Releases. (a) Effective upon In consideration of the date hereofPurchase Price paid to Sellers on the Closing Date and effective on the Closing Date, Sellers release and forever discharge each Acquired Company, Buyer, Merger Sub, the TP Parties on their own behalf SPAC and on behalf each of their current respective individual, joint or former predecessorsmutual, successorspast, assignspresent and future directors, affiliatesofficers, representatives, Affiliates, stockholders, controlling persons, subsidiaries, parentssuccessors and assigns (individually, trusteesa “Releasee” and collectively, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), ) from any and all charges, complaints, claims, liabilitiesdemands, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsproceedings, causes of action, suitsorders, rightsobligations, demandscontracts, costs, lossesagreements, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature liabilities whatsoever, whether known or unknown, suspected or unsuspected, anticipated or unanticipatedboth at law and in equity, xxxxxx or inchoate, which the Third Point Releasors that Sellers now have, have ever had or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to may hereafter have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related relating to the Merger Acquired Companies and/or the Business and arising prior to the Closing or on account of or arising out of any matter, cause or event occurring prior to the Closing; provided, however, that nothing contained in this Section 9.9 will operate to release any obligations of or claims against the Releasees: (i) arising under this Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision ancillary documents referenced in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a)Transaction; (ii) they will with respect to current claims for salaries, wages or benefits accrued but not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any paid as of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a)Closing Date; and (iii) they will not assist relating to any third party other matter in initiating connection with any relationship of a Seller with each Acquired Company, the SPAC or pursuing a classBuyer (or any of their respective Affiliates) from and after the Closing; (iv) in the case of each Acquired Company, collectiveto indemnify any Seller for serving as an officer, private attorney generaldirector, manager, agent or employee of any Acquired Company, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereoftheir respective Affiliates, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and providing services on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, underAcquired Company, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all any of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, underrespective Affiliates, or in concert with serving as a trustee or fiduciary of any Welfare Plan, to the extent such right to indemnification exists as a matter of Law or by contract (including, without limitation, pursuant to any organizational or other governing documents of any Acquired Company (or any of them (the “Third Point Releasees”their respective Affiliates), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or existing prior to the Closing by Date; (v) for any acts of Fraud on the part of Buyer, Merger Sub or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(bSPAC; or (vi) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or extent such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall claim cannot be null and void and shall continue in force and effect released as if there had been no breacha matter of Law.
Appears in 2 contracts
Samples: Merger Agreement (Glass House Brands Inc.), Merger Agreement (Glass House Brands Inc.)
Releases. (a) Effective upon the date hereof, the TP Parties on their own behalf Each of Seller and Guarantor on behalf of their current or former predecessorsitself and its respective, heirs, executors, administrators and successors and assigns (collectively the “Seller Releasing Parties”) hereby irrevocably remises, releases, acquits, satisfies and forever discharges Purchaser and all of its respective past, present and future partners, officers, directors, principals, employees, agents, attorneys, servicers, subservicers, special servicers, contractors, representatives, participants, shareholders, investors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiariesparents and predecessors in interest (collectively, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter ReleaseesPurchaser Parties”), ) from any and all chargesmanner of debts, complaintsaccounts, claimsbonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, promises, agreements, controversiesexpenses, damages, civil penaltiesjudgments, unpaid wagesexecutions, defenses, offsets, counterclaims, actions, claims, demands and causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) action of any nature whatsoever, whether at law or in equity, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors any of Seller Releasing Parties now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, cause or thing whatsoever from thing, arising on or before the beginning Effective Date of this Amendment including without limitation, matters arising out of or relating to (i) the world through Purchased Assets and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubtincluding without limitation, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of actionfunding thereof, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any classenforcement of Purchaser’s rights under the Transaction Documents, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating other agreement or pursuing a class, collective, private attorney general, or other representative action in respect of transaction between any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Seller Releasing Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes Purchaser Parties concerning matters arising out of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced items set forth in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they subsections (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); through (ii) above. The Seller Releasing Parties recognize that they will may be releasing claims of which they do not initiate or participate in bringing or pursuing any classyet have knowledge, collective, or other representative action against any of but Seller Releasing Parties nevertheless acknowledge that this provision has been specifically bargained for by Purchaser as a material inducement to the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach execution of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the Amendment. The release and other covenants set forth in this Section 10(b) shall be null paragraph and void. Notwithstanding the previous sentence, in the event of related indemnification set forth below will survive any breach of this Agreement at expiration or prior to the Closing by or on behalf of any termination of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares Forbearance Period or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachAmendment.
Appears in 2 contracts
Samples: Forbearance Agreement and Seventh Amendment to Master Repurchase and Securities Contract Agreement (Claros Mortgage Trust, Inc.), Forbearance Agreement and Seventh Amendment to Master Repurchase and Securities Contract Agreement (Claros Mortgage Trust, Inc.)
Releases. (a) Effective upon the date hereof, the TP Parties on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB PartiesFPAC, as well as all of their its current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter FPAC Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter FPAC Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents Agreement and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter FPAC Releasees in respect of any of the claims released in this Section 10(a4(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter FPAC Releasees in respect of any of the claims released in this Section 10(a4(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a4(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., FPAC on their its own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter FPAC Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter FPAC Releasors now have, or claim to have, or which the Globetrotter FPAC Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant hereof, but only to the Forward Purchase Agreement, the ECL extent arising from or the TPB Letter or (ii) to perform any obligations pursuant related to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to Merger Agreement and the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” transactions contemplated thereby. For the avoidance of doubt, the Globetrotter FPAC Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction DocumentAgreement. The Globetrotter FPAC Releasors further covenant covenants and agree agrees that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a4(b); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a4(b); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a4(b). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Forward Purchase Agreement (Far Point Acquisition Corp), Merger Agreement (Far Point Acquisition Corp)
Releases. The Executive hereby agrees as follows:
(a) Effective upon The Executive hereby releases and forever discharges and covenants not to xxx (i) the date hereof, the TP Parties on their own behalf Company and on behalf of their current or former predecessors, successors, assigns, its affiliates, subsidiaries(ii) all present and former directors, parents, trustees, heirs, beneficiaries, executors, administrators, insurersofficers, agents, principals, officers, directorsrepresentatives, employees, successors and assigns of the Company and its affiliates, (iii) the Company's direct or indirect owners, partnersand (iv) the Blackstone Group, members, managers, shareholders, heirs, servants, attorneysApollo Management L.P., and trusteesXxxxxxx Sachs & Co. (collectively, the “Sponsors”) and any persons or entities acting by, through, under, or in concert with each of them the Sponsors’ affiliates, including without limitation, each of the Sponsors’ investment entities that owned an interest in the Company or its predecessors (the “Third Point Releasors”), for good and valuable considerationcollectively, the receipt "Released Parties") from and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from for any and all charges, complaints, claims, liabilities, obligations, promises, agreementssuits, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suitscross-claims, rightscounter-claims, demands, costsdebts, lossescompensatory damages, debts liquidated damages, punitive or exemplary damages, other damages, claims for costs and expenses (including attorneys’ fees and costs actually incurred) ' fees, or liabilities of any nature whatsoeverwhatsoever in law and in equity, both past and present and whether known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore hadsuspected, or claimed to have against the Globetrotter Releasees for Company or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees Released Parties which he or his spouse, or any of his heirs, executors, administrators or assigns, may have, which arise out of, or are connected in respect any way with executive compensation (whether cash or non-cash), equity incentives or stock or unit ownership in the Company (whether or not compensatory in nature) including, without limitation, the grant, purchase or award of any units under the Nalco LLC 2004 Unit Plan (the “Unit Plan”), the administration of the claims released in this Section 10(a); (ii) they will not initiate Unit Plan, the establishment or participate in bringing operation of any conversion feature or pursuing any class, collective, private attorney generalformulae for units issued under the Unit Plan, or other representative action against any claim for additional compensation under the Unit Plan, all of the Globetrotter Releasees in respect of any foregoing collectively referred to herein as the "Claims". Executive acknowledges and intends that this release shall be effective as a bar to each and every one of the claims released in Claims hereinabove mentioned or implied. Executive acknowledges and agrees that this Section 10(a); release is an essential and (iii) they will material term of this Agreement and that without such release the Company would not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any have agreed to the terms of the claims released in Agreement. Executive further agrees to forfeit the 2007 Award, 2008 Award and 2009 Award if he challenges the validity of this release or otherwise violates this release. Executive also agrees that if he violate this release by suing the Company or the other Released Parties, he will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys' fees. Nothing herein shall release the Company from its obligations under this Agreement or the Death Benefit Agreement or impair the Executive’s right to enforce this Agreement or the Death Benefit Agreement or to dispute any determination by the Board under the last paragraph of Section 10(a2.04(a).
(b) Effective upon Provided the date hereofCompany is not in default of its obligations under this Agreement, the GB Parties Executive shall execute and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant deliver to the Forward Purchase Agreement, Company on the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced Retirement Date a general release in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (form attached hereto as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.Exhibit B.
Appears in 2 contracts
Samples: Employment Agreement (Nalco Holding CO), Employment Agreement (Nalco Finance Holdings LLC)
Releases. (a) Effective upon By its execution hereof and in consideration of the date hereofmutual covenants contained herein and other accommodations granted to the Credit Parties hereunder, the TP Parties on their own behalf and each Credit Party, on behalf of itself and each of its Subsidiaries, and its or their current or former predecessors, successors, assignsassigns and agents, hereby expressly forever waives, releases and discharges any and all claims (including cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Claims”) any of them may, as a result of actions or inactions occurring on or prior to the Forbearance Effective Date, have or allege to have as of the date of this Agreement or at any time thereafter (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in Law, at equity or otherwise, against the Administrative Agent or any Forbearing Lender, their respective affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officersmanagers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, ownersattorneys, partnersconsultants, membersadvisors, managersagents, shareholderstrusts, trustors, beneficiaries, heirs, servantsexecutors and administrators of each of the foregoing (collectively, attorneys, and trustees, and any persons or entities acting by, through, underthe “Released Parties”) arising out of, or in concert with each of them (the “Third Point Releasors”)relating to, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger this Agreement, the TP Transaction DocumentsCredit Agreement, the Transaction other Credit Documents and any or all of the actions and transactions contemplated hereby or thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of thirdany actual or alleged performance or non-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect performance of any of the claims released Released Parties hereunder or under the Credit Documents. Each Credit Party hereby acknowledges that the agreements in this Section 10(a); (ii) they will not initiate 21 are intended to be in full satisfaction of all or participate any alleged injuries or damages arising in bringing or pursuing connection with the Claims. In entering into this Agreement, each Credit Party expressly disclaims any classreliance on any representations, collective, private attorney generalacts, or other representative action against omissions by any of the Globetrotter Releasees Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 21 shall survive the termination or expiration of the Forbearance Period and the termination of the Credit Documents and the payment in full in cash of all Obligations of the Credit Parties under or in respect of any of the claims released in this Section 10(a); Credit Agreement and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, Credit Documents and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligationsother amounts owing thereunder.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Forbearance Agreement (California Resources Corp), Forbearance Agreement (California Resources Corp)
Releases. (a) Effective upon the date hereofXxxxxxxxx and his respective heirs, the TP Parties on their own behalf and on behalf of their current or former predecessorspersonal representatives, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, assigns and trustees, and any persons all others claiming through or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”)under them, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do does hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, Company Releasees (as well as all of defined below) and their current or respective present and former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsemployees, officers, directors, employees, owners, partners, members, managers, shareholders, heirsagents, servantsconsultants, attorneyscounselor representatives, and trusteesits successors and assigns (collectively, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Company Releasees”), and each of them, of and from any and all charges, complaintsobligations, claims, liabilitiesdebts, obligationsdemands, covenants, contracts, promises, agreements, liabilities, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, lossesexpenses, debts and expenses (including attorneys’ fees and costs actually incurred) fees, actions or causes of action of any nature whatsoever, in law or in equity, whether known or unknown, suspected foreseen or unsuspectedunforeseen, anticipated accrued or unanticipatednot accrued, xxxxxx direct or inchoateindirect, which the Third Point Releasors Xxxxxxx ever had, now have, or claim to can, shall or may have, or which up to the Third Point Releasors at any time heretofore hadEffective Date, against the Company Releasees, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees them, either alone or in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)combination with others.
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on Company behalf of their current itself and its respective successors and assigns and all others claiming through or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”)under them, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do does hereby irrevocably and unconditionally release, acquit, and forever discharge the TP PartiesXxxxxxxxx and his respective heirs, as well as all of their current or former predecessorspersonal representatives, successors, assignsassigns (collectively, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Xxxxxxxxx Releasees”), and each of them, of and from any and all charges, complaintsobligations, claims, liabilitiesdebts, obligationsdemands, covenants, contracts, promises, agreements, liabilities, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, lossesexpenses, debts and expenses (including attorneys’ fees and costs actually incurred) fees, actions or causes of action of any nature whatsoever, in law or in equity, whether known or unknown, suspected foreseen or unsuspectedunforeseen, anticipated accrued or unanticipatednot accrued, xxxxxx direct or inchoateindirect, which the Globetrotter Releasors Company ever had, now have, or claim to can, shall or may have, or which up to the Globetrotter Releasors at any time heretofore hadEffective Date, against the Xxxxxxxxx Releasees, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees them, either alone or in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) combination with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachothers.
Appears in 2 contracts
Samples: Separation and Settlement Agreement (Elite Data Services, Inc.), Separation and Settlement Agreement (Elite Data Services, Inc.)
Releases. (a) Effective upon Each of the date hereof, the TP Loan Parties on their own behalf and (on behalf of their current itself and its Affiliates) for itself and for its successors in title and assignees and, to the extent the same is claimed by right of, through or former predecessorsunder any of the Loan Parties, successorsfor its past, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurerspresent and future employees, agents, principalsrepresentatives (other than legal representatives), officers, directors, employees, owners, partners, members, managers, shareholders, heirsand trustees (each, servantsa “Releasing Party” and collectively, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsReleasing Parties”), for good does hereby remise, release and valuable considerationdischarge, and shall be deemed to have forever remised, released and discharged, the receipt Administrative Agent, Collateral Agent and sufficiency each of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquitthe Lenders in their respective capacities as such under the Loan Documents, and forever discharge the GB PartiesAdministrative Agent’s, as well as all of their current or former predecessorsCollateral Agent’s and each Xxxxxx’s respective successors-in-title, successorslegal representatives and assignees, assignspast, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, present and future officers, directors, employees, owners, partners, members, managersaffiliates, shareholders, heirs, servants, attorneys, and trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons acting byand entities to whom the Administrative Agent, throughCollateral Agent and each of the Lenders or any of their respective successors-in-title, underlegal representatives and assignees, past, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals would be liable if such persons or in concert with entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Globetrotter Releasees”), from any and all chargesmanner of action and actions, complaintscause and causes of action, claims, liabilitiescharges, obligationsdemands, promisescounterclaims, agreementscrossclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, civil judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, unpaid wagesattorneys’ fees, actionsor any other compensation, causes recovery or relief on account of actionany liability, suitsobligation, rightsdemand or cause of action of whatever nature, demandswhether in law, costsequity or otherwise, losseswhether known or unknown, debts fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Releasees, and expenses which are, in each case, based on any act, fact, event or omission or other matter, cause or thing occurring at any time prior to or on the date hereof in any way, directly or indirectly arising out of, connected with or relating to the Financing Agreement or any other Loan Document (including including, without limitation, this Amendment and the Existing Limited Waiver Agreement) and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Claim” and collectively, the “Claims”); provided, that, no Releasing Party shall have any obligation with respect to Claims to the extent such Claims are determined by a court of competent jurisdiction by
(b) Each of the Loan Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 5(a) hereof. If any Loan Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, the Loan Parties, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs actually incurred) incurred by any Releasee as a result of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)such violation.
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 2 contracts
Samples: Second Amendment to the Second Amended and Restated Limited Waiver to Financing Agreement (Troika Media Group, Inc.), Limited Waiver to Financing Agreement (Troika Media Group, Inc.)
Releases. Effective as of the Closing, (a) Effective upon the date hereofAlpha, the TP Parties on their its own behalf and on behalf of its Affiliates and their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, respective heirs, beneficiariesestate, executors, administrators, insurerssuccessors and assigns (collectively, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Alpha Releasors”), for good hereby unconditionally and valuable considerationirrevocably releases and waives any debts, Actions, Damages, judgments, claims and demands whatsoever that any Alpha Releasor has or may in the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now future have, in its capacity as an equity holder, member, manager, director, officer, employee or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaimsimilar capacity, against any of the Globetrotter Releasees in respect Rice Parties, their respective assignees and Affiliates, the Company Entities or any of the directors, officers, managers, partners, employees, or equity holders of any of the claims released foregoing (collectively, the “Alpha Releasees”), in this Section 10(a); (ii) they will not initiate each case arising out of, resulting from or participate in bringing relating to the Subject Interests or pursuing any class, collective, private attorney general, Alpha’s direct or other representative action against any of the Globetrotter Releasees in respect indirect ownership of any interests in any Company Entity or the Governing Documents of any Company Entity prior to the Closing, in each case, other than with respect to any claims released in under this Section 10(a)Agreement and the other Transaction Documents; and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd.Parent, on their its own behalf and on behalf of its Affiliates and their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, respective heirs, beneficiariesestate, executors, administrators, insurerssuccessors and assigns (collectively, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Parent Releasors”), for good hereby unconditionally and valuable considerationirrevocably releases and waives any debts, Actions, Damages, judgments, claims and demands whatsoever that any Parent Releasor has or may in the receipt future have, in its capacity as an equity holder, member, manager, director, officer, employee or similar capacity, against Alpha, its respective assignees and sufficiency Affiliates or any of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsdirectors, officers, directorsmanagers, partners, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with equity holders of any of them the foregoing (collectively, the “Third Point Parent Releasees”), in each case arising out of, resulting from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations Subject Interests or Alpha’s direct or indirect ownership of past wrongdoing referenced any interests in any Company Entity or the August 7Governing Documents of any Company Entity prior to the Closing, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubtin each case, the Globetrotter Releasors are not hereby releasing other than with respect to any claims for the enforcement of any provision in under this Agreement or and the other Transaction Documents. Alpha represents and warrants, on behalf of the Alpha Releasors, that no Alpha Releasor has assigned any of its claims against FPAC arising under the Merger Agreement or released by this Section 5.5 to any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at Person on or prior to the Closing by or date hereof, and will not assign any such claim. Alpha, on behalf of the Alpha Releasors, irrevocably covenants to refrain from (and to cause the Alpha Releasors to refrain from), directly or directly, asserting any claim or demand or commencing, instituting or causing to be commenced, any Action of any kind against the Alpha Releasees based upon any matter released pursuant to this Section 5.5. Parent represents and warrants, on behalf of the Parent Releasors, that no Parent Releasor has assigned any of the Third Point Releasees, the release and other covenants set forth in its claims released by this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of 5.5 to any breach of this Agreement at other Person on or prior to the Closing by or date hereof, and will not assign any such claim. Parent, on behalf of the Parent Releasors, irrevocably covenants to refrain from (and to cause the Parent Releasors to refrain from), directly or directly, asserting any of the Third Point Releaseesclaim or demand or commencing, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares instituting or such lesser amount as shall be required causing to be purchased commenced, any Action of any kind against the Parent Releasees based upon any matter released pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach5.5.
Appears in 2 contracts
Samples: Transaction Agreement (Rice Energy Inc.), Transaction Agreement (Alpha Natural Resources, Inc.)
Releases. Each Loan Party hereby acknowledges and agrees that: (ai) Effective upon neither it nor any of its Subsidiaries has any claim or cause of action against the date hereof, the TP Parties on their own behalf and on behalf Agent or any Lender (or any of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsrespective Affiliates, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, consultants or agents in their capacities for the Agent or any Lender) in connection with the Loan Documents and trustees(ii) the Agent and each Lender have heretofore properly performed and satisfied in a timely manner all of their obligations to the Loan Parties and their Subsidiaries under the Loan and Security Agreement and the other Loan Documents that are required to have been performed on or prior to the date hereof. Notwithstanding the foregoing, the Agent and the Lenders wish (and the Loan Parties agree) to eliminate any persons possibility that any past conditions, acts, omissions, events or entities acting bycircumstances would impair or otherwise adversely affect any of the Agent’s and the Lenders’ rights, throughinterests, under, or in concert with each of them (security and/or remedies under the “Third Point Releasors”)Loan and Security Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for itself and its Subsidiaries and the receipt successors, assigns, heirs and sufficiency representatives of which is each of the foregoing) (collectively, the “Releasors”) does hereby acknowledgedfully, do hereby finally, unconditionally and irrevocably and unconditionally release, acquit, release and forever discharge the GB PartiesAgent, as well as all each Lender and each of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsrespective Affiliates, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, consultants and trusteesagents in their capacities as Agent or any Lender (collectively, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter ReleaseesReleased Parties”), ) from any and all charges, complaintsdebts, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penaltiescosts, unpaid wagesattorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, suitsin each case, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected contingent or unsuspectedfixed, anticipated direct or unanticipatedindirect, xxxxxx and of whatever nature or inchoatedescription, and whether in law or in equity, under contract, tort, statute or otherwise, which the Third Point Releasors any Releasor has heretofore had or now haveor hereafter can, shall or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to may have against the Globetrotter Releasees for or any Released Party by reason of any causeact, matter, omission or thing whatsoever from done or omitted to be done on or prior to the beginning Amendment Effective Date arising out of, connected with or related in any way to this Amendment, the Loan and Security Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of the world through and including the date hereof, but only to the extent arising from Agent or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claimLender contained therein, or counterclaimthe possession, against any of the Globetrotter Releasees in respect use, operation or control of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing assets of any class, collective, private attorney generalLoan Party, or other representative action against any of the Globetrotter Releasees in respect making of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating Loans or pursuing a class, collective, private attorney generalother advances, or other representative action in respect the management of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current such Loans or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL advances or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or Collateral prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachAmendment Effective Date.
Appears in 2 contracts
Samples: Loan and Security Agreement (Spire Global, Inc.), Loan and Security Agreement (NavSight Holdings, Inc.)
Releases. (a) Effective upon the date hereofEmployee hereby forever releases, the TP Parties on their own behalf remises, acquits and on behalf of their current or former predecessors, successors, discharges Employer and its successors and assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, and their respective officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, representatives, agents, successors and trusteesassigns, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”"Employer Released Parties"), for good from each and valuable considerationevery claim, action, demand, account, debt, obligation, liability, cost (including attorneys' fees), loss, damage, representation and each and every right and cause of action whatsoever (known or unknown, suspected or unsuspected), whether at law or in equity (each, a "Claim"), that Employee now has or ever had, or that Employee may hereafter have or assert against the receipt Employer Released Parties from the beginning of the Employer's existence until the date hereof, arising out of or connected in any way to any act, transaction, matter or thing relating to Employee's association with Employer, except if such Claim is the result of Employer's fraud, gross negligence or willful misconduct. Employer hereby forever releases, remises, acquits and sufficiency of which is hereby acknowledged, do hereby irrevocably discharges Employee and unconditionally release, acquithis successors and assigns, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, respective officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, representatives, agents, successors and trusteesassigns, and all persons acting by, through, under, or in concert with any each of them (the “Globetrotter Releasees”"Employee Released Parties"), from each and every Claim that Employer now has or ever had, or that Employer may hereafter have or assert against the Employer Released Parties arising out of or connected in any way to Employee's performance of his duties hereunder, except if such Claim is the result of Employee's fraud, gross negligence or willful misconduct. It is the intention of the parties to this Agreement that this Agreement shall be effective as a full and all chargesfinal accord and satisfaction, complaintsand release of each of the Claims described above. In furtherance of this intention, claimseach of the parties to this Agreement acknowledge that they are familiar with Section 1542 of the California Civil Code, liabilitieswhich provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, obligationsWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." Each of the parties to this Agreement hereby waive and relinquish every right or benefit which they have or may have under Section 1542 of the California Civil Code, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) or any similar statute of any nature whatsoeverstate or jurisdiction, to the full extent that they may lawfully waive such right or benefit with regard to the subject matter of the Agreement, if Section 1542 applies. In connection with such waiver and relinquishment, each party to this Agreement acknowledges that it is aware that it may later discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Agreement, but that it is its intention hereby fully, finally and forever to settle and release all of the Claims, known or unknown, suspected or unsuspected, anticipated which now exist, may exit in the future or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against previously existed between any of the Globetrotter Releasees in respect of any of the claims released in parties to this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)Agreement.
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Releases. Effective upon Buyer’s receipt of the Settlement Payment:
(a) Effective upon the date hereof, the TP Parties on their own behalf and Buyer on behalf of their current or former predecessors, successors, assignsitself and its parent companies and any subsidiaries, affiliates, subsidiariespredecessors, parentsand successors, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, and its current and former officers, directors, employees, owners, partners, members, managers, shareholders, shareholders and employees in their capacities as such and the heirs, servantspredecessors, attorneyssuccessors and assigns of each (collectively, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Buyer Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally shall release, acquit, acquit and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assignsSeller and its parent companies and subsidiaries, affiliates, subsidiariespredecessors, parentsand successors, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, and its current and former officers, directors, employees, owners, partners, members, managers, shareholders, shareholders and employees in their capacities as such and the heirs, servantspredecessors, attorneyssuccessors and assigns of each (collectively, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Seller Releasees”), ) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightsdebts, demandsdues, costssums of money, lossesaccounts, debts reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and expenses (including attorneys’ fees and costs actually incurred) demands that arise out of or in any nature whatsoeverway relate to the Indemnification Claims, whether in law, admiralty or equity, known or unknown, suspected or unsuspectedwhich against the Seller Releasees, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Buyer Releasors now have or hereafter can, shall or may have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).and
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and Seller on behalf of their current or former predecessors, successors, assignsitself and its parent companies and any subsidiaries, affiliates, subsidiariespredecessors, parentsand successors, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, and its current and former officers, directors, employees, owners, partners, members, managers, shareholders, shareholders and employees in their capacities as such and the heirs, servantspredecessors, attorneyssuccessors and assigns of each (collectively, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Seller Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally shall release, acquit, acquit and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assignsBuyer and its parent companies and subsidiaries, affiliates, subsidiariespredecessors, parentsand successors, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, and its current and former officers, directors, employees, owners, partners, members, managers, shareholders, shareholders and employees in their capacities as such and the heirs, servantspredecessors, attorneyssuccessors and assigns of each (collectively, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Buyer Releasees”), ) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightsdebts, demandsdues, costssums of money, lossesaccounts, debts reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and expenses (including attorneys’ fees and costs actually incurred) demands that arise out of or in any nature whatsoeverway relate to the Indemnification Claims, whether in law, admiralty or equity, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Buyer Releasees, the release and other covenants set forth in this Section 10(b) Seller Releasors now have or hereafter can, shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachmay have.
Appears in 1 contract
Releases. (a) Effective 3.1 Immediately upon the date hereofEffective Date of this Support Agreement, except with respect to obligations expressly contained in this Support Agreement, (i) each of the TP Parties on their own behalf and Consenting Shareholders agrees, on behalf of their current or former predecessorsitself (each, successorsa “Shareholder Releasing Party,” and collectively, assignsthe “Shareholder Releasing Parties”), affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsto unconditionally and forever release and discharge each Consenting Lender and its directors, officers, directors, employees, ownersshareholders, partners, members, managersemployees, shareholders, heirs, servantsagents, attorneys, and trusteesrepresentatives, and any persons or entities acting byaffiliates, throughparents, undersubsidiaries, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, heirs, executors and assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalstogether with their respective past and present directors, officers, directors, employees, ownersshareholders, partners, members, managersemployees, shareholdersagents, attorneys, representatives, affiliates, parents, subsidiaries, predecessors, successors, heirs, servantsexecutors and assigns (collectively, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter ReleaseesReleased Lender Parties”), ) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightslosses, demandsobligations, liabilities, damages, judgments, awards, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurredfees) of any every kind, type, and nature whatsoever, whether known or unknown, suspected absolute or unsuspectedcontingent, anticipated asserted, threatened, or unanticipatedalleged, xxxxxx or inchoatethat such Shareholder Releasing Party (1) has, which the Third Point Releasors now may have, or may claim to have, or which the Third Point Releasors at any time (2) heretofore had, may have had, or claimed may claim to have against the Globetrotter Releasees for or by reason of any cause, matterhad, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i3) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claimhereafter may have, or counterclaimmay claim to have, against any of the Globetrotter Releasees Released Lender Parties, from the beginning of time up to and through the Effective Date of this Support Agreement, based on, arising out of, under or in respect connection with (A) the Credit Agreement and the other Loan Documents as defined therein, (B) the Obligations and (C) the Transactions, except for gross negligence, willful misconduct, criminal misconduct or actual fraud as determined by a final order entered by a court of any of the claims released in this Section 10(a); competent jurisdiction, (ii) they will not initiate each of the Shareholder Releasing Parties agrees, neither individually nor collectively with any other person or participate in bringing or pursuing entity, to bring any classclaim, collectiveaction, private attorney generalcause of action, or other representative action against suit that is based on, arising out of or under, or in connection with, any of matters released by the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); Shareholder Releasing Parties under clause (i) above, and (iii) they will each of the Shareholder Releasing Parties severally (and not assist jointly) warrants and represents that it has not transferred or assigned to any third party in initiating person or pursuing a classentity any right based on, collective, private attorney generalarising out of or under, or other representative action in respect of connection with, any matters released by the Shareholder Releasing Parties under clause (i) above. Notwithstanding anything to the contrary herein, the Shareholder Releasing Parties shall not be deemed to have released the Debtors or any of their subsidiaries pursuant to this Section 3.1.
3.2 Immediately upon the claims released Effective Date of this Support Agreement, except with respect to obligations expressly contained in this Section 10(a).
Support Agreement, (bi) Effective upon each of the date hereofConsenting Lenders agrees, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessorsitself (each, successorsa “Lender Releasing Party,” and collectively, assignsthe “Lender Releasing Parties”), affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsto unconditionally and forever release and discharge each Consenting Shareholder and its directors, officers, directors, employees, ownersshareholders, partners, members, managersemployees, shareholders, heirs, servantsagents, attorneys, and trusteesrepresentatives, and any persons or entities acting byaffiliates, throughparents, undersubsidiaries, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, heirs, executors and assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalstogether with their respective past and present directors, officers, directors, employees, ownersshareholders, partners, members, managersemployees, shareholdersagents, attorneys, representatives, affiliates, parents, subsidiaries, predecessors, successors, heirs, servants, attorneys, executors and trustees, assigns and all persons acting by, through, under, each current or in concert with former officer or director of any of them the Debtors or any of their subsidiaries (collectively, the “Third Point ReleaseesReleased Shareholder Parties”), ) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightslosses, demandsobligations, liabilities, damages, judgments, awards, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurredfees) of any every kind, type, and nature whatsoever, whether known or unknown, suspected absolute or unsuspectedcontingent, anticipated asserted, threatened, or unanticipatedalleged, xxxxxx or inchoatethat such Lender Releasing Party (1) has, which the Globetrotter Releasors now may have, or may claim to have, or which the Globetrotter Releasors at any time (2) heretofore had, may have had, or claimed may claim to have against the Third Point Releasees for or by reason of any cause, matterhad, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i3) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are partieshereafter may have, or relating may claim to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaimhave, against any of the Third Point Releasees Released Shareholder Parties, from the beginning of time up to and through the Effective Date of this Support Agreement, based on, arising out of, under or in respect of any connection with (A) the Credit Agreement and the other Loan Documents as defined therein, (B) the Obligations (C) the Transactions, (D) their services as directors or officers of the claims released Debtors or any action, decision, or failure to act in this Section 10(a); their capacity as such with respect to the Debtors and (E) the Management Services Agreement dated as of January 23, 2007 by and among Ripplewood Holdings L.L.C., Holding, the Company and the other parties thereto, except for gross negligence, willful misconduct, criminal misconduct or actual fraud as determined by a final order entered by a court of competent jurisdiction, (ii) they will not initiate each of the Lender Releasing Parties agrees, neither individually nor collectively with any other person or participate in bringing or pursuing entity, to bring any classclaim, collectiveaction, cause of action, or other representative action against suit that is based on, arising out of or under, or in connection with, any of matters released by the Third Point Releasees in respect of any of the claims released in this Section 10(a); Lender Releasing Parties under clause (i) above, and (iii) they will each of the Lender Releasing Parties severally (and not assist jointly) warrants and represents that it has not transferred or assigned to any third party in initiating person or pursuing a classentity any right based on, collectivearising out of or under, or other representative action in respect of connection with, any of matters released by the claims released in this Section 10(a)Lender Releasing Parties under clause (i) above. In the event of a breach of this Agreement at or prior Notwithstanding anything to the Closing by or on behalf of any of the Third Point Releaseescontrary herein, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) Lender Releasing Parties shall not be null and void and shall continue in force and effect as if there had been no breachdeemed to have released the Debtors or any of their subsidiaries pursuant to this Section 3.2.
Appears in 1 contract
Samples: Restructuring Support Agreement (Readers Digest Association Inc)
Releases. (a) Effective upon the date hereofIn consideration of, the TP Parties on their own behalf among other things, WayPoint’s execution and delivery of this Forbearance Agreement, each of NYTEX Holdings, NYTEX Acquisition, New Xxxxxxx and FDF, on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, itself and its agents, principalsrepresentatives, officers, directors, members, advisors, employees, ownerssubsidiaries, partnersaffiliates, memberssuccessors and assigns (collectively, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point NYTEX Releasors”), for good hereby forever waives, releases and valuable considerationdischarges, to the receipt and sufficiency of which is hereby acknowledgedfullest extent permitted by law, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, each Releasee (as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), defined herein) from any and all chargesclaims (including, complaintswithout limitation, claimscrossclaims, liabilitiescounterclaims, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesrights of set-off and recoupment), actions, causes of action, suits, rightsdebts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, lossesexpenses or claims whatsoever (collectively, debts the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverkind, whether known or unknown, suspected whether now existing or unsuspectedhereafter arising, anticipated whether arising at law or unanticipatedin equity, xxxxxx against any or inchoateall of WayPoint in any capacity and its respective affiliates, which subsidiaries, shareholders and “controlling persons” (within the Third Point Releasors meaning of the federal securities laws), and each of their respective successors and assigns and each and all of the officers, directors, members, employees, agents, attorneys and other representatives of each of the foregoing (collectively, the “WayPoint Releasees”), based in whole or in part on facts, whether or not now haveknown, existing on or before the Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the WayPoint Purchase Agreement or any other WayPoint Purchase Documents or transactions contemplated thereby or hereby, or claim to haveany actions or omissions in connection therewith or herewith, or which (ii) any aspect of the Third Point Releasors at dealings or relationships between or among NYTEX Holdings, NYTEX Acquisition, New Xxxxxxx and FDF, on the one hand, and WayPoint, on the other hand, relating to any time heretofore hador all of the documents, transactions, or claimed to actions clause (i) hereof; provided, however, that nothing in this Forbearance Agreement or in this Section 14 shall have against the Globetrotter Releasees for or by reason effect of any causelimiting, mattermodifying, waiving compliance with, or thing whatsoever from releasing the beginning WayPoint Releasees in connection with their obligations under this Forbearance Agreement. In entering into this Forbearance Agreement, each Party has consulted with, and have been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the world through Releasees and including hereby agree and acknowledge that the date validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof, but only to . The provisions of this Section shall survive the extent arising from or related to the Merger termination of this Forbearance Agreement, the TP Transaction WayPoint Purchase Agreement or any other WayPoint Purchase Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereofIn consideration of, among other things, the GB Parties execution and Silver Lake Partners III Cayman (AIV III)delivery of this Forbearance Agreement by each of NYTEX Holdings, L.P.NYTEX Acquisition, Silver Lake Technology Investors III CaymanNew Xxxxxxx and FDF, L.P.WayPoint, SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, itself and its agents, principalsrepresentatives, officers, directors, members, advisors, employees, ownerssubsidiaries, partnersaffiliates, memberssuccessors and assigns (collectively, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter WayPoint Releasors”), for good hereby forever waives, releases and valuable considerationdischarges, to the receipt and sufficiency of which is hereby acknowledgedfullest extent permitted by law, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, each NYTEX Releasee (as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), defined herein) from any and all chargesclaims (including, complaintswithout limitation, claimscrossclaims, liabilitiescounterclaims, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesrights of set-off and recoupment), actions, causes of action, suits, rightsdebts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, lossesexpenses or claims whatsoever (collectively, debts the “Claims”), that such Releasor now has or hereafter may have, of whatsoever nature and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverkind, whether known or unknown, suspected whether now existing or unsuspectedhereafter arising, anticipated whether arising at law or unanticipatedin equity, xxxxxx against any or inchoateall of NYTEX Holdings, which NYTEX Acquisition, New Xxxxxxx and FDF in any capacity and its respective affiliates, subsidiaries, shareholders and “controlling persons” (within the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning meaning of the world through federal securities laws), and including each of their respective successors and assigns and each and all of the date hereof relating to any rights to require officers, directors, members, employees, agents, attorneys and other representatives of each of the Third Point Releasees foregoing (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreementcollectively, the ECL “NYTEX Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the TPB Letter Forbearance Effective Date, that relate to, arise out of or otherwise are in connection with: (ii) to perform any obligations pursuant to aspect of the terminated Share Purchase Agreements to which certain Third Point Releasees are partiesdealings or relationships between or among NYTEX Holdings, or NYTEX Acquisition, New Xxxxxxx and FDF, on the one hand, and WayPoint, on the other hand, relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger WayPoint Purchase Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree WayPoint Purchase Documents or transactions contemplated thereby or hereby, provided, however, that they (i) will not xxx nothing in this Forbearance Agreement or bring any action or cause in this Section 14 shall have the effect of actionlimiting, including by way of third-party claimmodifying, cross-claimwaiving compliance with, or counterclaimreleasing the NYTEX Releasees in connection with their obligations under this Forbearance Agreement, against the WayPoint Purchase Agreement or any other WayPoint Purchase Documents, and, provided, further, nothing in this Forbearance Agreement or in this Section 14 shall have the effect of limiting in any manner what WayPoint may allege in defense of claims by any other Party and that Party’s equity and security holders, including, without limitation, debt holders and shareholders of NYTEX Holdings. In entering into this Forbearance Agreement, each Party has consulted with, and have been represented by, legal counsel and expressly disclaim any reliance on any representations, acts or omissions by any of the Third Point Releasees in respect of any and hereby agree and acknowledge that the validity and effectiveness of the claims released releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of shall survive the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach termination of this Agreement at or prior to the Closing by or on behalf of any of the Third Point ReleaseesForbearance Agreement, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward WayPoint Purchase Agreement is fully consummated and the Closing occurs, the release and or any other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachWayPoint Purchase Documents.
Appears in 1 contract
Samples: Forbearance Agreement (NYTEX Energy Holdings, Inc.)
Releases. (a) a. Upon the occurrence of the Effective Date, XXXx and all Class Members, whether or not they object to the Settlement and whether or not they make a claim upon or participate in the date hereofSettlement Fund, the TP Parties on their own behalf and on behalf of themselves and their current or former predecessorsrespective past, successorspresent, assigns, affiliatesand future parents, subsidiaries, parentsassociates, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsaffiliates, officers, directors, employees, ownersinsurers, general or limited partners, membersdivisions, managersagents, shareholders, heirsattorneys, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trusteesjoint ventures, heirs, beneficiaries, executors, administrators, insurers, agents, principals, representatives (and the parents’ subsidiaries’ and affiliates’ past and present officers, directors, employees, ownersagents, partnersattorneys, membersservants, managersand representatives), shareholdersand predecessors, successors, heirs, servantsexecutors, administrators, representatives, and assigns of each of the foregoing, on their own behalf and as assignee or representative of any other entity (collectively, the “Releasors”), will release and forever discharge, and covenant not to sue or otherwise seek to establish or impose liability against, Novartis and its past, present, and future parents, subsidiaries, divisions, affiliates, joint ventures, stockholders, officers, directors, management, supervisory boards, insurers, general or limited partners, employees, agents, attorneys, servants, representatives (and trusteesthe parents’, subsidiaries’, and all persons acting byaffiliates’ past, throughpresent, underand future officers, or in concert with any directors, employees, agents, attorneys, servants, and representatives), and predecessors, successors, heirs, executors, administrators, representatives, and assigns of them each of the foregoing (collectively, the “Globetrotter Releasees”), ) from any and all charges, complaints, manner of claims, liabilitiesrights, debts, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesdemands, actions, suits, causes of action, suitsdamages whenever incurred, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) liabilities of any nature whatsoever, including costs, expenses, penalties and attorneys’ fees, under federal or state laws, whether known or unknown, foreseen or unforeseen, suspected or unsuspected, anticipated contingent or unanticipatednon- contingent, xxxxxx in law or inchoateequity, which that arise out of or relate, in whole or in part in any manner to the Third Point Releasors now have, or claim End-Payor Class Action that accrued prior to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger of this Settlement Agreement, (collectively, this entire Paragraph represents the TP Transaction Documents“Released Claims”). This Settlement Agreement is not intended to release anyone other than the Releasees, and is not on behalf of anyone other than the Transaction Documents and the transactions contemplated therebyReleasors. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement nothing herein shall be construed to affect a release of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect kind of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any classclaim against Par Pharmaceutical, collectiveInc.
x. XXXx and each Class Member, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessorsthemselves and all other Releasors, successorshereby expressly waive, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, release and forever discharge discharge, upon the TP PartiesSettlement becoming final, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all chargesprovisions, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes rights and/or benefits conferred by § 1542 of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoatethe California Civil Code, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.reads:
Appears in 1 contract
Samples: Class Action Settlement Agreement
Releases. (a) The distributions set forth in section 1 above together with the consideration set forth in the Release Agreement shall fully satisfy all obligations of the Delphi Group under Title IV of ERISA with respect to the Pension Plans, shall constitute the recovery afforded to PBGC on account of the claims related to the Pension Plans, and shall also fully satisfy (i) all liens asserted and/or assertable by PBGC against the Delphi Group with respect to the Pension Plans and (ii) the Contingent PBGC Adequate Protection Liens.
(b) Effective upon as of the date hereofClosing Date, the TP Parties PBGC on their its own behalf and on behalf in every other capacity in which it may now or in the future act, unconditionally and forever releases and discharges the Debtors, Reorganized Debtors, Delphi Group and each of their its members and each of its (or their) current or and former predecessorsshareholders, successorspartners, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsmembers, officers, directors, employees, agents, owners, partners, members, managers, shareholders, and each of its (or their) heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiariesagents, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, predecessors, successors and trustees, and all persons acting by, through, under, or in concert with any of them assigns (collectively referred to hereinafter as the “Globetrotter "PBGC Releasees”), ") from any and all charges, complaints, claims, liabilities, obligations, promises, agreementsdisputes, controversies, damages, civil penalties, unpaid wagessuits, actions, causes of action, suitsclaims, rightsassessments, demands, costsdebts, lossessums of money, debts damages, judgments, liabilities, liens (including, without limitation the Contingent PBGC Adequate Protection Liens), and expenses (including attorneys’ fees and costs actually incurred) obligations of any nature kind whatsoever, upon any legal or equitable theory (whether contractual, common law, statutory, federal, state, local or otherwise), whether known or unknown, suspected that PBGC ever had, now has, or unsuspectedhereafter can, anticipated shall or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now may have, or claim to havefrom the beginning of time, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter PBGC Releasees for or by reason of any cause, matter, cause or thing whatsoever from the beginning of the world through and including the date hereofwhatsoever, but only relating to obligations to PBGC with respect to the extent arising from Pension Plans under ERISA or related otherwise (including, without limitation, PBGC's allegations of administrative, secured, or priority status for its claims with respect to the Merger AgreementPension Plans); and PBGC will take no action, direct or indirect, against the PBGC Releasees to collect, impose, or enforce liability or liens (including, without limitation the Contingent PBGC Adequate Protection Liens) with respect to the Pension Plans under ERISA, the TP Transaction DocumentsIRC, or otherwise (collectively, the Transaction Documents and "Released Claims"). Notwithstanding the transactions contemplated thereby. For the avoidance of doubtforegoing, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision nothing in this Agreement. The Third Point Releasors further covenant and agree that Agreement will (i) they will not xxx release or bring any action discharge Delphi from its obligations hereunder, including, without limitation, its obligation to grant to PBGC the Allowed PBGC General Unsecured Claim or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate release or participate in bringing discharge any person or pursuing any class, collective, private attorney general, or other representative action against any entity from liability arising as a result of the Globetrotter Releasees in respect such person's breach of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)fiduciary duty under ERISA.
(bc) Effective upon as of the date hereoftermination of the Pension Plans, the GB Parties and Silver Lake Partners III Cayman (AIV III)Delphi, L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, the Debtors and trustees, and any persons or entities acting by, through, under, or in concert with each the members of them the Delphi Group (the “Globetrotter "Delphi Releasors”"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, releases and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), discharges PBGC from any and all charges, complaints, claims, liabilities, obligations, promises, agreementsdisputes, controversies, damages, civil penalties, unpaid wagessuits, actions, causes of action, suitsclaims, rightsassessments, demands, costsdebts, lossessums of money, debts damages, judgments, liabilities, and expenses (including attorneys’ fees and costs actually incurred) obligations of any nature kind whatsoever, upon any legal or equitable theory (whether contractual, common law, statutory, federal, state, local or otherwise), whether known or unknown, suspected or unsuspectedthat the Delphi Releasors ever had, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to hereafter can, shall or may have, or which from the Globetrotter Releasors at any time heretofore hadbeginning of time, or claimed to have against the Third Point Releasees for or PBGC by reason of any cause, matter, cause or thing whatsoever from the beginning of the world through and including the date hereof whatsoever, relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant obligations with respect to the Forward Purchase AgreementPension Plans under ERISA or otherwise. Notwithstanding the foregoing, the ECL nothing in this Agreement will release or the TPB Letter or discharge PBGC from its obligations hereunder.
(iid) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or PBGC shall withdraw all 412(n)/430(k) Lien Notices relating to the allegations Pension Plans, including but not limited to any notices related to the Contingent PBGC Adequate Protection Liens, and shall use its reasonable best efforts to complete such withdrawals within 60 days after the closing (the "Closing Date") of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Master Disposition Agreement or any claims against FPAC arising under an alternative transaction, as contemplated by the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they Procedures Order, to which New GM is a party (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(aan "Alternative Transaction"); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Samples: Settlement Agreement
Releases. (a) Effective upon For the date hereof, the TP Parties on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim consideration delivered pursuant to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents this Agreement and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any each of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Ascent Parties and Silver Lake Partners III Cayman (AIV III)the Noteholders agree that:
A. The Ascent Parties, L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of themselves and their current or former predecessorsrespective partners, successorsgeneral partners, assignslimited partners, affiliates, subsidiaries, parents, trusteessubsidiaries (including, heirswithout limitation, beneficiariesMonitronics International, executorsInc.), administratorspredecessors, insurersand successors, agents, principals, and all of the foregoing entities’ current and former officers, directors, managers, managing directors, employees, owners, partners, members, managers, shareholders, heirs, servantsagents, attorneys, advisors, insurers and trusteesreinsurers (collectively with the Ascent Parties, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter ReleasorsAscent Release Parties”), for good hereby release and valuable considerationdischarge (i) the Noteholders, the receipt and sufficiency of which is hereby acknowledged(ii) their respective partners, do hereby irrevocably and unconditionally releasegeneral partners, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assignslimited partners, affiliates, parents, subsidiaries, parentspredecessors, trusteesand successors, heirs, beneficiaries, executors, administrators, insurers, agents, principals, (iii) all of the foregoing entities’ current and former officers, directors, managers, managing directors, employees, owners, partners, members, managers, shareholders, heirs, servantsagents, attorneys, advisors, insurers and trusteesreinsurers, and (iv) all persons acting byfinancial institutions providing custodial or brokerage services to the Noteholders (all of the foregoing, through, under, or in concert with any of them (the “Third Point ReleaseesNoteholder Release Parties,” and each such entity or person individually, a “Noteholder Release Party”), ) from any and all charges, complaints, claims, liabilities, obligationsdemands, promisesaccounts, agreementsreckonings, controversies, damages, civil penalties, unpaid wages, actions, or causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected matured or unsuspectedunmatured, anticipated or unanticipatedarising from, xxxxxx or inchoate, which the Globetrotter Releasors now haverelating to, or claim to havein connection with the Action, the Subject Notes and the Indenture; provided that the Ascent Release Parties do not release or discharge the Noteholder Release Parties from any claims, liabilities, demands, accounts, reckonings, or which the Globetrotter Releasors at any time heretofore hadcauses of action arising from, relating to, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of connection with a breach of this Agreement at or prior to the Closing by or Agreement.
B. The Noteholders, on behalf of themselves and of each other Noteholder Release Party, hereby release and discharge the Ascent Release Parties from any and all claims, liabilities, demands, accounts, reckonings, or causes of action, whether known or unknown, matured or unmatured, arising from, relating to, or in connection with the Third Point ReleaseesAction, the Subject Notes and the Indenture; provided that the Noteholder Release Parties do not release and other covenants set forth or discharge the Ascent Release Parties from any claims, liabilities, demands, accounts, reckonings, or causes of action arising from, relating to, or in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any connection with a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Samples: Settlement and Note Repurchase Agreement (Ascent Capital Group, Inc.)
Releases. As of the Closing, (a) Effective upon each of the date hereofBuyer Parties and their respective Subsidiaries (including, as of immediately following the Closing, the TP Parties on their own behalf Acquired Companies) (each, a “Releasing Buyer Person”), hereby releases and on behalf forever discharges the Stockholder, the China Asset Seller and each of their current or former predecessorsrespective Affiliates, successors, assigns, affiliatesformer, subsidiariescurrent or future direct or indirect stockholders, parentsequity holders, controlling persons, directors, officers, employees, incorporators, managers, members, trustees, heirs, beneficiaries, executors, administrators, insurersgeneral or limited partners, agents, principalsattorneys or other Representatives (in each case, officerssolely in their capacities as such) (each, directorsa “Released Seller Person”) from all debts, employeesintercompany receivables and payables, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsdemands, causes of action, suits, rightscovenants, demandstorts, costsdamages and any and all claims, lossesdefenses, debts offsets, judgments, demands and expenses (including attorneys’ fees liabilities whatsoever, of every name and costs actually incurred) of any nature whatsoevernature, both at law and in equity, known or unknown, suspected accrued or unsuspectedunaccrued, anticipated that have been or unanticipatedcould have been asserted against any Released Seller Person, xxxxxx that any Releasing Buyer Person has or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore ever had, that arises out of or claimed in any way relates to have against the Globetrotter Releasees for events, circumstances or by reason of any causeactions occurring, matter, existing or thing whatsoever from the beginning taken prior to or as of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees Closing Date in respect of any of matters relating to the claims released in this Section 10(a); (ii) they will not initiate Acquired Companies, the Purchased Assets or participate in bringing or pursuing any classthe Assumed Liabilities, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon each of the date hereofStockholder, the GB Parties China Asset Seller and Silver Lake Partners III Cayman their respective Subsidiaries (AIV IIIeach, a “Releasing Seller Person”), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. hereby releases and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf forever discharges each Buyer Party and on behalf each of their current or former predecessorsrespective Affiliates (including, as of immediately following the Closing, the Acquired Companies), successors, assigns, affiliatesformer, subsidiariescurrent or future direct or indirect stockholders, parentsequity holders, controlling persons, directors, officers, employees, incorporators, managers, members, trustees, heirs, beneficiaries, executors, administrators, insurersgeneral or limited partners, agents, principalsattorneys or other Representatives (in each case, officerssolely in their capacities as such) (each, directorsa “Released Buyer Person”) from all debts, employeesintercompany receivables and payables, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsdemands, causes of action, suits, rightscovenants, demandstorts, costsdamages and any and all claims, lossesdefenses, debts offsets, judgments, demands and expenses (including attorneys’ fees liabilities whatsoever, of every name and costs actually incurred) of any nature whatsoevernature, both at law and in equity, known or unknown, suspected accrued or unsuspectedunaccrued, anticipated that have been or unanticipatedcould have been asserted against any Released Buyer Person, xxxxxx that any Releasing Seller Person has or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore ever had, that arises out of or claimed in any way relates to have against events, circumstances or actions occurring, existing or taken prior to or as of the Third Point Releasees for Closing Date in respect of matters relating to the Acquired Companies, the Purchased Assets or by reason the Assumed Liabilities; provided, however, that the Parties acknowledge and agree that this ýSection 10.12 does not apply to and shall not constitute a release of any cause, matter, rights or thing whatsoever obligations to the extent arising from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees or under (i) commercial receivables and payables to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreementthird parties, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are partiesthis Agreement, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (iiii) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collectiveTransaction Documents, or other representative action against (iv) any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, certificate or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing instrument delivered by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased either Party pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachAgreement.
Appears in 1 contract
Samples: Purchase Agreement (Entegris Inc)
Releases. (a) Effective upon The Holder hereby acknowledges and agrees that neither it nor any of its Affiliates has any claim or cause of action against the date hereof, the TP Parties on their own behalf and on behalf Company (or any of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsits Affiliates, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons consultants or entities acting by, through, under, or in concert with each agents) other than for the payment of them (the “Third Point Releasors”)Purchase Price under this Agreement. Further, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, the receipt Holder (for itself and sufficiency its Affiliates and the successors, assigns, heirs and representatives of which is each of the foregoing) (collectively for purposes of this Section 4.9(a), the “Releasors”) does hereby acknowledgedfully, do hereby finally, unconditionally and irrevocably and unconditionally release, acquit, release and forever discharge the GB Parties, as well as all Company and each of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsits Affiliates, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, consultants and trusteesagents (collectively for purposes of this Section 4.9(a), and all persons acting by, through, under, or in concert with any of them (the “Globetrotter ReleaseesReleased Parties”), ) from any and all charges, complaintsdebts, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penaltiescosts, unpaid wagesattorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, suitsin each case, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected contingent or unsuspectedfixed, anticipated direct or unanticipatedindirect, xxxxxx and of whatever nature or inchoatedescription, and whether in law or in equity, under contract, tort, statute or otherwise, which the Third Point Releasors any Releasor has heretofore had or now haveor hereafter can, shall or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to may have against the Globetrotter Releasees for or any Released Party by reason of any causeact, matter, omission or thing whatsoever from done or omitted to be done on or prior to the beginning Closing Date arising out of, connected with or related in any way to the Shares or the Notes or any act, event or transaction related or attendant thereto, or the agreements of the world through and including the date hereof, but only Company contained therein on or prior to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released Closing Date; provided nothing in this Section 10(a); (ii4.9(a) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of shall relieve the Globetrotter Releasees in respect of any of Company from its obligation to pay the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of Purchase Price to the claims released in this Section 10(a)Holder on the Closing Date.
(b) Effective upon The Company hereby acknowledges and agrees that neither it nor any of its Affiliates have any claim or cause of action against the date hereof, the GB Parties and Silver Lake Partners III Cayman Holder (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf or any of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsits respective Affiliates, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, consultants or agents) other than to receive delivery of the Shares and trustees, and any persons or entities acting by, through, under, or in concert with each delivery of them the Notes (the “Globetrotter Releasors”)including accrued but unpaid interest) under this Agreement. Further, for and in consideration of the agreements contained in this Agreement and other good and valuable consideration, the receipt Company (for itself and sufficiency its Affiliates and the successors, assigns, heirs and representatives of which is hereby acknowledgedeach of the foregoing) (collectively for purposes of this Section 4.9(b), the “Releasors”) do hereby fully, finally, unconditionally and irrevocably and unconditionally release, acquit, release and forever discharge the TP Parties, as well as all Holder and each of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsits respective Affiliates, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, consultants and trusteesagents (collectively for purposes of this Section 4.9(b), and all persons acting by, through, under, or in concert with any of them (the “Third Point ReleaseesReleased Parties”), ) from any and all charges, complaintsdebts, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penaltiescosts, unpaid wagesattorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, suitsin each case, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected contingent or unsuspectedfixed, anticipated direct or unanticipatedindirect, xxxxxx and of whatever nature or inchoatedescription, and whether in law or in equity, under contract, tort, statute or otherwise, which the Globetrotter Releasors any Releasor has heretofore had or now haveor hereafter can, shall or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to may have against the Third Point Releasees for or any Released Party by reason of any causeact, matter, omission or thing whatsoever from the beginning of the world through and including the date hereof relating done or omitted to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at be done on or prior to the Closing by Date arising out of, connected with or on behalf of related in any way to the Shares or the Notes or any act, event or transaction related or attendant thereto, or the agreements of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at Holder contained therein on or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth Date; provided nothing in this Section 10(b4.9(b) shall not be null relieve any Holder from their obligation to deliver of the Shares and void and shall continue in force and effect as if there had been no breachNotes, duly endorsed for transfer.
Appears in 1 contract
Samples: Note and Share Purchase Agreement (Imperial Holdings, LLC)
Releases. (a) Effective upon A. Except for Employee’s breach of this Agreement, to the date hereofmaximum extent permitted by applicable law, the TP Parties on their own behalf Employer and on behalf of their current or former predecessorsEmployer’s Releasees RELEASE AND FOREVER DISCHARGE Employee and Employee’s agents, successorsimmediate family members, assignsattorneys, affiliatesincluding, subsidiariesbut not limited to, parentsBxxxxxxx Nesthus & Sxxxxxx LLP, employees, representatives, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholdersfiduciaries, heirs, servants, attorneys, successors and trustees, assigns (Employee and any persons or entities acting by, through, under, or in concert with each all of them (the foregoing being hereinafter collectively referred to as the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Employee’s Releasees”), from of and from, and does hereby WAIVE any and all chargesrights, complaintscontracts, torts, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, and suits, rightswhether or not now known, demandssuspected, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoateclaimed, which the Third Point Releasors it ever had, now havehas or claims, or might hereafter have or claim to haveagainst Employee’s Releasees, and each of them, based upon, arising out of, or which the Third Point Releasors at relating to, directly or indirectly, any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, matter or thing whatsoever occurring, in whole or in part, from the beginning of the world through and including the date hereof, including, without limitation, any and all rights, claims, or causes of action which Employer has, had, or may have against Employee’s Releasees, and each of them, relating directly or indirectly to Employee’s employment with Employer and the cessation of this employment as of the date of this Agreement. Further, Employer agrees to fully defend and indemnify Employee as a former officer of BioSante, as required by Illinois law, including, but only to not limited to, in the extent event that Employee is named in any claim arising from or related relating to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance Employer’s alleged wrongful taking or use of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement proprietary material of any provision third party or arising out of the alleged illegal or tortious conduct of any of Employer’s employees or agents, provided that Employer’s obligations to indemnify and defend as described in this AgreementSection 6A do not apply to any illegal or intentionally tortious conduct by Employee that is found not to have arisen within the scope of Employee’s duties or from Employee’s obedience to Employer’s direction. The Third Point Releasors further covenant Consistent with the foregoing, if Employee is found to have engaged in any illegal or intentionally tortious conduct that is found not to have arisen within the scope of Employee’s duties or from obedience to Employer’s direction, Employee shall reimburse Employer for any and agree all sums expended by Employer to indemnify or defend Employee. Employer REPRESENTS AND WARRANTS that (i) they will that Employer and/or Employer’s Releasees are the sole owner of all of the claims against Employee released under this Section 6A, and that it has not xxx heretofore assigned or bring transferred to any action person or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against entity any of the Globetrotter Releasees in respect matters released under this Section 6A. Except for purposes of enforcement of this Agreement, Employer covenants not to sxx or file any claims against Employee’s Releasees, or any of them, for any of the claims matters released in under this Section 10(a); (ii) they will not initiate or participate 6A.
B. Except for Employer’s breach of this Agreement and Employer’s obligations to defend and indemnify Employee and as provided in bringing or pursuing any classSection 6A, collectiveto the maximum extent permitted by applicable law, private attorney general, or other representative action against Employee and Employee’s Releasees RELEASE AND FOREVER DISCHARGE Employer and any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); its affiliated businesses, partners, and (iii) they will not assist any third party in initiating or pursuing a classjoint ventures, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on its/their own behalf and on behalf of their current or former predecessors, successors, heirs and assigns, affiliatesand its/their past, subsidiariespresent and future directors, parentsshareholders, officers, including, but not limited to, Sxxxxxx Xxxxx, Pxxxxxx Xxxxxxxxx, Lxxx Xxxxxx and Vxxxxx Xxxxxxxxxxx, agents, attorneys, including, but not limited to, Ungaretti & Hxxxxx, employees, representatives, trustees, heirs, beneficiaries, executors, administrators, insurersand fiduciaries, agentsjointly and severally, principalsin their individual, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneysfiduciary and corporate capacity (Employer and all of the foregoing being hereinafter referred to as the “Employer’s Releasees”) of and from, and trusteesdoes hereby WAIVE, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all chargesrights, complaintscontracts, torts, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, and suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known whether or unknownnot now known, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoateclaimed, which the Globetrotter Releasors Employee ever had, now havehas or claims, or might hereafter have or claim to haveagainst Employer’s Releasees, and each of them, based upon, arising out of, or which the Globetrotter Releasors at relating to, directly or indirectly, any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, matter or thing whatsoever occurring, in whole or in part, from the beginning of the world through and including the date hereof relating to hereof, including, without limitation, any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreementand all rights, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are partiesclaims, or causes of action which Employee has, had or may have against Employer’s Releasees, and each of them, relating directly or indirectly to Employee’s employment with Employer and the allegations cessation of past wrongdoing referenced in this employment as of the August 7date of this Agreement. Without limiting the foregoing terms, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop this Agreement specifically includes and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any extinguishes all claims for the enforcement of any provision in this Agreement age discrimination, sex discrimination or any claims against FPAC arising under the Merger Agreement or discrimination on any other Transaction Document. The Globetrotter Releasors further covenant basis; any and agree that they (i) will not xxx or bring all wage claims; breach of contract; wrongful discharge; detrimental reliance; retaliatory discharge; infliction of emotional distress; any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a)tort; and (iii) they will not assist any third party in initiating and all claims Employee or pursuing a class, collective, or other representative action in respect of Employee’s Releasees have arising from any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing alleged violation by or on behalf of the Released Parties, of any federal, state or local constitution, statute, regulation, ordinance, order, public policy or common law, including, but not limited to, the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Right Act of 1991, the Americans With Disabilities Act 42 U.S.C.§ 1981, and any other similar Illinois law prohibiting employment discrimination. Employee REPRESENTS AND WARRANTS that Employee is the sole owner of all of the claims against Employer released under this Section 6B and that Employee has not heretofore assigned, transferred or reconveyed to any person or entity any of the Third Point matters released under this Section 6B. Except for purposes of enforcement of this Agreement, Employee covenants not to sxx or file any claims against Employer’s Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentenceor any of them, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of for any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in matters released under this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.6B.
Appears in 1 contract
Samples: Separation Agreement (Biosante Pharmaceuticals Inc)
Releases. (a) Effective upon As of the date hereofClosing, the TP Parties Buyer, on their its own behalf and on behalf of their current or former predecessorsthe Buyer Related Parties (each, successorstogether with Xxxxx, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the a “Third Point ReleasorsBuyer Releasing Person”), for good hereby releases and valuable considerationforever discharges each of the Sellers and their respective Affiliates, the receipt successors and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquitassigns, and forever discharge the GB Partieseach other Seller Related Party (each, as well as a “Seller Released Person”) from all of their current or former predecessorsdebts, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsdemands, causes of action, suits, rightscovenants, demandstorts, costsdamages and any and all claims, lossesdefenses, debts offsets, judgments, demands and expenses (including attorneys’ fees liabilities whatsoever, of every name and costs actually incurred) of any nature whatsoevernature, both at law and in equity, known or unknown, suspected accrued or unsuspected, anticipated or unanticipated, xxxxxx or inchoateunaccrued, which the Third Point Releasors now havehave been or could have been asserted against any Seller Released Person, which any Buyer Releasing Person has or claim to have, or which the Third Point Releasors at any time heretofore ever had, which arises out of or claimed in any way relates to have against the Globetrotter Releasees for events, circumstances or by reason of any causeactions occurring, matter, existing or thing whatsoever from the beginning taken prior to or as of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees Closing Date in respect of any matters relating to the Company or Blocker. As of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any classClosing, collective, private attorney general, or other representative action against any each of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd.Sellers, on their its own behalf and on behalf of their current or former predecessorssuch Seller’s Seller Related Parties (each, successorstogether with the Sellers, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the a “Globetrotter ReleasorsSeller Releasing Person”), for good hereby releases and valuable considerationforever discharges Buyer and its Affiliates, the receipt successors and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquitassigns, and forever discharge the TP Partieseach other Buyer Related Party (each, as well as a “Buyer Released Person”) from all of their current or former predecessorsdebts, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsdemands, causes of action, suits, rightscovenants, demandstorts, costsdamages and any and all claims, lossesdefenses, debts offsets, judgments, demands and expenses (including attorneys’ fees liabilities whatsoever, of every name and costs actually incurred) of any nature whatsoevernature, both at law and in equity, known or unknown, suspected accrued or unsuspected, anticipated or unanticipated, xxxxxx or inchoateunaccrued, which the Globetrotter Releasors now havehave been or could have been asserted against any Buyer Released Person, which any Seller Releasing Person has or claim to have, or which the Globetrotter Releasors at any time heretofore ever had, which arises out of or claimed in any way relates to have against events, circumstances or actions occurring, existing or taken prior to or as of the Third Point Releasees for Closing in respect of matters relating to the Company or by reason Blocker. Notwithstanding the foregoing, the parties acknowledge and agree that this Section 10.19 does not apply to and shall not constitute a release of any causerights or obligations to the extent arising under any provision of this Agreement that survives the Closing in accordance with Section 9.01.
(b) Notwithstanding anything to the contrary contained in this Section 10.19, matterthe Buyer Released Persons will remain liable to the Seller Releasing Persons, or thing whatsoever from with respect to the beginning of liabilities and obligations, if any, they may have to the world through and including the date hereof relating to any rights to require the Third Point Releasees Seller Releasing Persons, (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase this Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx agreement or bring any action document executed or cause of actiondelivered pursuant to or in connection with this Agreement, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 any Seller Releasing Persons that is or was an employee of Forward Purchase Shares the Company, for any and all matters relating to such person’s employment with the Company, (iii) any rights any Seller Releasing Person may have to indemnification or such lesser amount as shall be required to be purchased advancement or reimbursement of expenses under any directors’ liability insurance policy, tail insurance policy or pursuant to the Forward Purchase Agreement is fully consummated Organizational Documents of Blocker or the Company and (iv) for any claim for Fraud.
(c) Notwithstanding anything to the Closing occurs, the release and other covenants set forth contrary contained in this Section 10(b10.19, the Seller Released Persons will remain liable to the Buyer Releasing Persons, with respect to the liabilities and obligations, if any, they may have to the Buyer Releasing Persons (i) shall not be null pursuant to this Agreement, or any other agreement or document executed or delivered pursuant to or in connection with this Agreement and void (ii) for any claim for Fraud.
(x) Xxxxx, on behalf of itself and shall continue on behalf of each Buyer Releasing Person, and the Sellers, on behalf of themselves and each Seller Releasing Person, hereby waive any and all rights under Section 1542 of the Civil Code of California, and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction, which states in force full (or otherwise in substance) as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Xxxxx, on behalf of itself and effect as if there had been no breachon behalf of each Releasing Person, and the Sellers, on behalf of themselves and each Seller Releasing Person, hereby knowingly and willingly waive the provisions of Section 1542 of the Civil Code of California and any similar Law, rule, provision or statute of Delaware, New York or any other jurisdiction that operates to bar the release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this release and this Agreement. In particular, Buyer, on behalf of itself and on behalf of each Releasing Person, and the Sellers, on behalf of themselves and each Seller Releasing Person, hereby acknowledge that they have reviewed this release with their respective legal counsel, and understand and acknowledge the significance and consequences of the provision of this Section.
Appears in 1 contract
Samples: Securities Purchase Agreement (e.l.f. Beauty, Inc.)
Releases. (a) Subject to the occurrence of the Effective upon the date hereofDate, the TP Parties on their own behalf Debtors and on behalf all of their current or present and former predecessors, successors, direct and indirect parents, subsidiaries and affiliates, direct and indirect shareholders, and their affiliates, assigns, affiliatesagents, subsidiariesdirectors, parentsofficers, trusteesemployees, heirspartners, beneficiariesfunds, executorslenders, administratorsmanagers, advisors, insurers, agentsall employee benefit plans sponsored by or contributed to by any of them, principals, officers, directors, employees, owners, partnerspersonal representatives, members, managers, shareholders, heirs, servants, attorneysand all related entities of any kind or nature, and trustees, its and any persons or entities acting by, through, under, or in concert with each of them their predecessors and successors (collectively the “Third Point ReleasorsDebtor Group”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, release and forever discharge Oaktree and, to the GB Partiesextent legally permitted or enforceable, as well as all of their current or its present and former predecessors, successors, direct and indirect parents, subsidiaries and affiliates, direct and indirect shareholders, and their affiliates, assigns, affiliatesagents, subsidiariesdirectors, parentsofficers, trusteesemployees, heirspartners, beneficiariesfunds, executorslenders, administratorsmanagers, advisors, insurers, agentsall employee benefit plans sponsored by or contributed to by any of them, principals, officers, directors, employees, owners, partnerspersonal representatives, members, managers, shareholders, heirs, servants, attorneysand all related entities of any kind or nature, and trusteesits and their predecessors and successors (collectively, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter ReleaseesOaktree Group”), ) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, claims, suits, rightsdebts, demandsdamages, costsjudgments, lossesobligations, debts liabilities, demands and expenses (including attorneys’ fees and costs actually incurred) of any nature controversies whatsoever, whether matured or not, whether at law or in equity, whether before a local, state or federal court or state or federal administrative agency, commission or arbitration, whether arising in contract, tort, or otherwise, and whether now known or unknown, suspected liquidated or unsuspectedunliquidated (collectively, anticipated the “Claims”), that the Debtor Group now has or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore may have had, or claimed thereafter claim to have against the Globetrotter Releasees Oaktree Group relating to the Debtors, including but not limited to any claims for equitable subordination arising from or related to Oaktree’s investment in Almatis, participation in the Initial Plan or in any other way related to the Debtors, and the Debtors, on behalf of the Debtor Group, agree not to initiate any such claims and to withdraw any such claims if already made. Notwithstanding the foregoing, the release in this subparagraph
(a) shall not apply to release or discharge any direct, non-derivative claims held by DIC against Oaktree, or by reason of any causeOaktree against DIC, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only not limited to the extent claims arising from or related to the Merger AgreementRestructuring Term Sheet dated June 27, 2009 between Dubai International Capital LLC and Oaktree or the Confidentiality Agreement dated July 17, 2009 between the same parties (collectively, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a“Excluded Claims”).
(b) Subject to the occurrence of the Effective upon the date hereofDate, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is Oaktree Group hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, releases and forever discharge discharges the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), Debtor Group from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known Claims that the Oaktree Group now has or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore may have had, or claimed thereafter claim to have against the Third Point Releasees for or by reason of any causeDebtor Group relating to Almatis, matterand Oaktree, or thing whatsoever from the beginning on behalf of the world through Oaktree Group, agrees not to initiate any such claims and including withdraw any such claims if already made. Notwithstanding the date hereof relating foregoing, the release in this subparagraph (b) shall not apply to any rights to require the Third Point Releasees Excluded Claims.
(c) The Oaktree Group and the Debtor Group warrant and agree that: (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreementthey have not assigned, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are partiespledged, hypothecated, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing otherwise divested themselves or encumbered any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any part of the Third Point Releasees in respect of any of the claims Claims, being released in this Section 10(a)hereby; (ii) they will not initiate no other person or participate entity has any interest in bringing or pursuing any class, collective, or other representative action against any ownership of the Third Point Releasees in respect of any of the claims released in this Section 10(a)Claims covered by these releases; and (iii) they will not assist the Oaktree Group and Debtor Group hereby agree to indemnify, defend, and hold each other harmless from and against any third party in initiating or pursuing a class, collective, or other representative action in respect all of any part of the claims released Claims so assigned, pledged, hypothecated, divested or encumbered.
(d) The Debtors agree, in this Section 10(a). In the event of a breach of this Agreement at or prior good faith and to the Closing extent and only to the extent permitted by or on behalf the Court and applicable law, to revise the Amended Plan to include Oaktree in the list of any parties entitled to the benefit of the Third Point Releasees, the release and other covenants set forth in this exculpation provisions of Section 10(b) shall be null 9.2 of the Amended Plan, and voidto support the inclusion of Oaktree therein. Notwithstanding the previous sentenceforegoing, Oaktree agrees that the inclusion of Oaktree in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any Section 9.2 of the Third Point Releasees, which breach is both immaterial and Amended Plan need not willful, if be addressed at the Forward Closing hearing to approve the Settlement Motion (as defined in below) and can be addressed at the Forward Purchase Agreement) with respect hearing to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to confirm the Forward Purchase Agreement is fully consummated and the Closing occurs, Plan. Oaktree further agrees that the release and other covenants set forth exculpation provisions of the Amended Plan are not intended to provide, and do not provide, for non-elective non-debtor releases, and that none of (i) the receipt by Oaktree of any elective or non-elective non-debtor releases (ii) the allowance, by the Court or pursuant to applicable law, of any elective or non-elective non-debtor releases in favor of Oaktree or (iii) the application of the release and exculpation provisions of the Amended Plan to Oaktree, are conditions precedent to this Section 10(b) shall not be null Agreement or to the performance by Oaktree and void the Oaktree Group of its and shall continue in force and effect as if there had been no breachtheir obligations hereunder.
Appears in 1 contract
Samples: Settlement Agreement
Releases. (a) Effective upon 6.1 In consideration of the date hereofpromises, covenants and releases contained herein, the TP Parties adequacy of which is hereby acknowledged, Xxxxxxx (on their own his behalf and on behalf of their current or former predecessorseach of his respective agents, attorneys, heirs, successors, executors, personal representatives and assigns) does hereby absolutely and unconditionally waive, affiliatesrelease and forever discharge each of the Companies, their respective affiliates and subsidiaries, parentstheir respective past, trusteespresent and future officers, heirsdirectors, beneficiariesshareholders, executors, administrators, insurersemployees, agents, principalsattorneys, successors and assigns (hereinafter, the "Companies' Released Parties"), from any claims, demands, obligations, liabilities, rights, causes of action and damages, whether liquidated or unliquidated, absolute or contingent, known or unknown, from the beginning of time to the Effective Date of this Agreement, including, without limitation, those claims arising under the Employment Agreement, and/or Xxxxxxx'x position as an officer, director, and/or employee of the Companies and its affiliates and subsidiaries, any claims under Israeli labor laws and regulations including claims for wrongful termination, or claims with respect to any other payment required under Israeli law Notwithstanding the foregoing, the rights and obligations set forth in this Agreement shall remain in full force and effect; nothing hereunder shall be construed to release any rights accrued to Xxxxxxx to continue or redeem any employee welfare benefit plan (including without limitation Betuach Menahalim and Keren Hishtalmut) during his employment, or to release any rights accrued or applicable to Xxxxxxx under any applicable insurance policy, including any officer and director liability insurance coverage or any errors and omissions coverage; nothing hereunder shall waive any indemnification rights applicable to Xxxxxxx as a former officer and Director of the Companies or shall be construed to waive any rights Xxxxxxx has as a shareholder or a holder of options.
6.2 In consideration of the promises, covenants and releases contained herein, the adequacy of which is hereby acknowledged, each of the Companies (on its behalf and on behalf of its affiliates and subsidiaries and each of their respective, past, present and future officers, directors, employees, ownersattorneys, partnersagents, memberssuccessors, managersexecutors, shareholdersand assigns) does hereby absolutely and unconditionally waive, release and forever discharge Xxxxxxx (and his agents, attorneys, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, personal representatives and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”assigns ), from any and all chargesclaims, complaintsdemands, claimsobligations, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsrights, causes of actionaction and damages, suitswhether liquidated or unliquidated, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverabsolute or contingent, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only time to the extent arising from or related to the Merger Effective Date of this Agreement, the TP Transaction Documentsincluding, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubtwith limitation, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC those arising under the Merger Agreement Employment Agreement, and/ or Xxxxxxx'x position as an officer, director, and/or employee of Companies and/or any other Transaction Documentof its affiliates or subsidiaries. The Globetrotter Releasors further covenant and agree that they (i) will foregoing release shall not xxx or bring any action or cause be construed as a waiver of action, including future claims by way of third-party claim, cross-claim, or counterclaim, against any of Companies arising from Xxxxxxx'x conduct after the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach Effective Date of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 his obligations to Companies under the confidentiality and non-competition contained in the Employment Agreement and any undertakings of Forward Purchase Shares or such lesser amount as shall be required to be purchased Xxxxxxx pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachAgreement.
Appears in 1 contract
Releases. (a) Effective upon the date hereofKensington and each of its officers, the TP Parties on their own behalf directors, shareholders, employees, agents and on behalf of their current or former attorneys; its predecessors, successors, assigns, assignors and assignees; its affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, ; and trustees, all persons and any persons or entities acting by, through, under, or in concert with each them or any of them (collectively, with Kensington, the “Third Point Kensington Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ) do hereby irrevocably and unconditionally release, acquit, release and forever discharge the GB Parties, as well as all of WealthMakers and its affiliates and their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, respective officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, agents and attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former respective predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, assignors and trustees, assignees; and any all persons or and entities acting by, through, under, or in concert with each them or any of them (collectively, the “Globetrotter ReleasorsWealthMakers Releasees”), for good of and valuable considerationfrom any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costs or expenses, of any nature whatsoever, whether known or unknown, fixed or contingent, which the receipt and sufficiency Kensington Releasors now or may hereafter have against the WealthMakers Releasees, or any of them, by reason of any matter, cause or thing whatsoever from the beginning of time to the date hereof which is hereby acknowledgedbased upon, do hereby irrevocably arises out of, or relates to the Exchange Agreement.
(b) WealthMakers and unconditionally releaseeach of its officers, acquitdirectors, shareholders, employees, agents and forever discharge the TP Parties, as well as all of their current or former attorneys; its predecessors, successors, assigns, assignors and assignees; its affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, ; and all persons and entities acting by, through, under, or in concert with them or any of them (collectively, with WealthMakers, the “Third Point WealthMakers Releasors”) do hereby release and forever discharge Kensington and its affiliates and their respective officers, directors, employees, shareholders, agents and attorneys; their respective predecessors, successors, assignors and assignees; and all persons and entities acting by, through, under, or in concert with them or any of them (collectively, the “Kensington Releasees”), of and from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, manner of action or actions, cause or causes of action, in law or in equity, suits, rightsdebts, liens, contracts, agreements, promises, liabilities, claims, demands, costsdamages, losses, debts and expenses (including attorneys’ fees and costs actually incurred) or expenses, of any nature whatsoever, whether known or unknown, suspected fixed or unsuspected, anticipated or unanticipated, xxxxxx or inchoatecontingent, which the Globetrotter WealthMakers Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to may hereafter have against the Third Point Releasees for Kensington Releasees, or any of them, by reason of any cause, matter, cause or thing whatsoever from the beginning of the world through and including time to the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant which is based upon, arises out of, or relates to the Forward Purchase Exchange Agreement.
(c) The release contained herein is intended to be complete and final and to cover not only claims, demands, liabilities, damages, actions and causes of action which are known, but also claims, demands, liabilities, damages, actions and causes of action which are unknown or which either party does not suspect to exist in its favor which, if known at the time of executing this Agreement, might have affected its actions, and therefore each party expressly waives the ECL benefit of the provisions of Section 1542 of the California Civil Code, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each party hereby waives and relinquishes all rights and benefits that it has or may have had under Section 1542 of the California Civil Code or the TPB Letter law of any other state, country, or (ii) to perform any obligations pursuant jurisdiction to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, same or relating similar effect to the allegations of past wrongdoing referenced in the August 7full extent that he, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligationsshe or it may lawfully waive such rights.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Releases. (a) Effective upon From and after, and subject to the date hereofoccurrence of the Closing, the TP Parties on their own behalf and each Seller Member, on behalf of their current such Seller Member and his, her or former its heirs, predecessors, successors, assigns, affiliatesand each of their respective Affiliates and any Representatives of any of the foregoing (collectively, subsidiariesthe “Releasing Parties”) hereby forever, parentsfully, trusteesunconditionally and irrevocably waives, heirsreleases, beneficiariesremises and discharges each of Buyer, executorsthe Company, administratorseach of their respective predecessors, insurerssuccessors and assigns and each of their respective direct or indirect Affiliates and Subsidiaries and any past and present equity holders, agentsmembers, principalsmanagers, partners, employees, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servantsconsultants, attorneys, agents, employee benefit plan and trusteesother Representatives of any of the foregoing (collectively, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsReleased Parties”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), ) from any and all chargesactions, complaintssuits, claims, liabilitiesdemands, debts, agreements, obligations, promises, agreementsjudgments, controversies, damages, civil penalties, unpaid wages, actions, or liabilities of any kind whatsoever in law or equity and causes of actionaction of every kind and nature, suitsor otherwise, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected patent or unsuspectedlatent, anticipated unanticipated as well as anticipated, asserted or unanticipatedunasserted, xxxxxx absolute or inchoatecontingent, which accrued or unaccrued, disclosed or undisclosed, liquidated or unliquidated, due or to become due, or determined, determinable or otherwise (the Third Point Releasors now “Released Liabilities”) that the Releasing Parties may currently have, or claim to havemay have in the future in his, her or which its capacity as a Seller Party and direct, indirect or otherwise beneficial owner of equity or phantom equity or profit sharing interests in the Third Point Releasors at any time heretofore hadCompany or status as a current or former manager, officer, employee, consultant, service provider, advisor, agent or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect representative of any of the claims released in this Section 10(aReleased Parties (collectively, the “Released Claims”); . Notwithstanding the foregoing, the Released Claims shall not include, (iia) they will not initiate rights to payment or participate in bringing or pursuing any class, collective, private attorney generalother consideration for such Releasing’s Party’s portion of the Aggregate Purchase Price, or any other representative action against amounts or obligations which any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim Seller Party may be entitled to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any of the Ancillary Documents; or (b) any rights or claims against FPAC arising under a Releasing Party may have pursuant to the Merger terms of this Agreement or any other Transaction Ancillary Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (PLAYSTUDIOS, Inc.)
Releases. (a) Effective upon as of the date hereofClosing, Holdco and each Stockholder (personally and as an officer, manager, director and/or employee of the TP Parties Company or any Subsidiary), on their Holdco’s and such Stockholder’s own behalf and on behalf of their current or former predecessorssuch Stockholder’s Affiliates, successorsincluding without limitation derivatively, assignsto the fullest extent legally possible, affiliateshereby completely and forever releases, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneyswaives and discharges, and trusteesshall be forever precluded from asserting, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promisessuits, agreements, controversiesjudgments, damages, civil penaltiesdemands, unpaid wagesdebts, actionsrights, causes of actionaction and Liabilities, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverkind or nature, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, suspected foreseen or unsuspectedunforeseen, anticipated whether or unanticipatednot hidden or concealed, xxxxxx then existing in Law, equity or inchoateotherwise, which that Holdco or such Stockholder and its Affiliates, including without limitation derivatively, to the Third Point Releasors now havefullest extent legally possible, has, had or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to may have against the Globetrotter Releasees for Purchaser, Parent, the Company, their respective Subsidiaries and their respective present or by reason of former directors, officers, employees, management, predecessors, successors, members, attorneys, accountants, underwriters, investment bankers, financial advisors, appraisers, representatives and agents acting in such capacity, that are based in whole or in part on any causeact, matteromission, transaction or other occurrence taking place on or prior to the Closing Date, other than (i) accrued but unpaid compensation, perquisites or other benefits due Holdco or such Stockholder as an employee of, or thing whatsoever from vendor or independent contractor to, the beginning Company or any of its Subsidiaries, (ii) any rights under the Transaction Agreements to which Holdco and such Stockholder is entitled, or (iii) any rights of directors and officers of the world through Company or any of its Subsidiaries to indemnification and including exculpation pursuant to the date hereof, but only organizational documents of such Person to the extent arising covered by the Tail Policy. In making this waiver, each of Holdco and such Stockholder acknowledges that he may hereafter discover facts in addition to or different from or related those which each of Holdco and such Stockholder now believes to be true with respect to the Merger Agreementsubject matter released herein, but agrees that Holdco and each such Stockholder has taken that possibility into account in reaching this Agreement and as to which Holdco and each such Stockholder expressly assumes the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)risk.
(b) Effective upon Holdco and each Stockholder acknowledges that it is familiar with the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf provisions of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoateCalifornia Civil Code Section 1542, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (provides as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.follows:
Appears in 1 contract
Releases. 4.01 Upon Final Approval, and in consideration of the promises and covenants set forth in this Agreement, Representative Plaintiffs and each Class Member who is not a Successful Opt-Out, and each of their respective spouses, children, executors, representatives, guardians, xxxxx, xxxxx, xxxxxxx, successors, bankruptcy estates, bankruptcy trustees, predecessors, next friends, joint tenants, tenants in common, tenants by the entirety, co-borrowers, co-obligors, co-debtors, legal representatives, attorneys, agents and assigns, and all those who claim through them or who assert claims (aor could assert claims) Effective upon the date hereofon their behalf, and each of them (collectively and individually, the TP Parties on their own behalf “Plaintiff Releasing Persons”), will be deemed to have completely released and on behalf forever discharged Bank of America, the Appraisers, and each and every one of their current or former past, present, and future parents, predecessors, successors, partners, assigns, subsidiaries, affiliates, subsidiariesdivisions, parentsowners, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsshareholders, officers, directors, vendors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trusteesinsurers, and any persons agents (alleged or entities acting byactual) (collectively and individually, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter ReleaseesPlaintiff Released Persons”), from any and all past, present and future claims, counterclaims, lawsuits, set-offs, costs, losses, rights, demands, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suitsobligations, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) or liabilities of any nature whatsoeverand every kind, including, without limitation, (i) those known or unknownunknown or capable of being known, suspected (ii) those which are unknown but might be discovered or unsuspecteddiscoverable based upon facts other than or different from those facts known or believed at this time, anticipated including facts in the possession of and concealed by any of the Plaintiff Released Persons, and (iii) those accrued, unaccrued, matured or unanticipatednot matured, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever all from the beginning of the world through and including until the date hereofFinal Approval Date (collectively, but only the “Released Rights”), that arise out of and/or concern
(a) Released Rights that were asserted, or attempted to be asserted, in the extent Action; (b) conduct, acts, and/or omissions (alleged or actual) by any of the Plaintiff Released Persons arising from or related relating in any manner to the Merger Agreement, Appraisals or the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against Appraisal Order Forms associated with any of the Globetrotter Releasees Refinance Loans; (c) conduct, acts, and/or omissions (alleged or actual) by any of the Plaintiff Released Persons arising from or relating in respect any manner to ordering any Appraisals from any of the Appraisers at any time; (d) conduct, acts, and/or omissions (alleged or actual) by any of the Plaintiff Released Persons arising from or relating in any manner to communicating target values, sales prices, loan amounts, owner’s estimates of value, or any other loan information whatsoever to any of the Appraisers at any time; (e) conduct, acts, and/or omissions (alleged or actual) by any of the Plaintiff Released Persons arising from or relating in any manner to influencing or attempting to influence the Appraisers in performing Appraisals at any time; (f) conduct, acts, and/or omissions (alleged or actual) by any of the Plaintiff Released Persons arising from or relating in any manner to any Appraisals performed by the Appraisers at any time; (g) any practice, policy, and/or procedure (alleged or actual) of any of the Plaintiff Released Persons concerning Appraisals, ordering Appraisals, performing Appraisals, or providing Appraisal values; (h) conduct, acts and/or omissions (alleged or actual) by any of the Plaintiff Released Persons relating to the charging, collection, or allocation of any fees, charges, credits, or payments on any Appraisals ordered from the Appraisers at any time; (i) all claims released that were or could have been asserted in this Section 10(athe Action arising from or relating in any manner to any conduct, act and/or omissions (alleged or actual) by any of the Plaintiff Released Persons with respect to an Appraisal, the ordering of an Appraisal, the performance of an Appraisal, the results of an Appraisal or the use of any Appraisal (or any portion thereof); (iij) they will not initiate all claims asserted in the Action; (k) any claim or participate theory that any act or omission by the Defendants (or any of them) in bringing connection with either ordering Appraisals from the Appraisers or pursuing any classvaluation services performed by the Appraisers violates any statute, collectiveregulation, private attorney generallaw and/or contract; (l) any claim or theory that Bank of America is liable, whether directly or indirectly, for the conduct, acts and/or omissions of the Appraisers and/or any other party or entity in connection with ordering Appraisals from the Appraisers or any valuation services performed by the Appraisers; (m) any claim or theory that the Appraisers are liable, whether directly or indirectly, for the conduct, acts and/or omissions of Bank of America and/or any other party or entity in connection with the Released Rights that were asserted, or other representative action against attempted to be asserted, or could have been asserted in the Action; (n) any claim or theory that any Class Member was improperly included or omitted as a member of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a)Xxxxxx Group and/or XxXxxx Group; and (iiio) they will not assist any third party violation and/or alleged violation of state and/or federal law, whether common law or statutory, arising from or relating to the conduct, acts, and/or omissions described in initiating or pursuing a class, collective, private attorney general, or other representative action in respect this paragraph 4.01 (a)-(n) above. This Release shall be included as part of any judgment, so that all released claims and rights shall be barred by principles of res judicata, collateral estoppel, and claim and issue preclusion.
4.02 Upon Final Approval, and in consideration of the claims released promises and covenants set forth in this Section 10(a).
(b) Effective upon the date hereofAgreement, the GB Parties Appraiser Defendants, and Silver Lake Partners III Cayman each of their respective spouses, children, executors, representatives, guardians, xxxxx, xxxxx, xxxxxxx, successors, bankruptcy estates, bankruptcy trustees, predecessors, next friends, legal representatives, attorneys, agents and assigns, and all those who claim through them or who assert claims (AIV IIIor could assert claims) on their behalf (collectively and individually, the “Appraiser Releasing Persons”), L.P.will be deemed to have completely released and forever discharged Bank of America and each of its past, Silver Lake Technology Investors III Caymanpresent, L.P.and future parents, SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, partners, assigns, subsidiaries, affiliates, subsidiariesdivisions, parentsowners, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsshareholders, officers, directors, vendors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trusteesinsurers, and any persons agents (alleged or entities acting byactual) (collectively and individually, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point ReleaseesAppraiser Released Persons”), from any and all past, present, and future claims, counterclaims, lawsuits, set-offs, costs, losses, rights, demands, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suitscontribution, obligations, or liabilities of any and every kind, that arise from or relate in any way to this Action, this Settlement, and any of the matters described in paragraph 4.01 above, or which in any way involve a claim or theory that the Appraiser Released Persons shall have any liability or responsibility whatsoever for any expenses or liability incurred by the Appraiser Releasing Persons. This Release shall be included as part of any judgment, so that all released claims and rights shall be barred by principles of res judicata, collateral estoppel, and claim and issue preclusion.
4.03 Upon Final Approval, and in consideration of the promises and covenants set forth in this Agreement, Bank of America, the Bank Defendants, and each of its past, present, and future parents, predecessors, successors, partners, assigns, subsidiaries, affiliates, divisions, owners, shareholders, officers, directors, vendors, employees, attorneys, insurers, and agents (alleged or actual) (collectively and individually, the “Bank Releasing Persons”) will be deemed to have completely released and forever discharged the Appraisers, the Appraiser Defendants, and each of their respective spouses, children, executors, representatives, guardians, xxxxx, xxxxx, xxxxxxx, successors, bankruptcy estates, bankruptcy trustees, predecessors, next friends, legal representatives, attorneys, insurers, agents and assigns, and all those who claim through them or who assert claims (or could assert claims) on their behalf (the “Bank Released Persons”) from any and all past, present, and future claims, counterclaims, lawsuits, set-offs, costs, losses, rights, demands, costscharges, lossescomplaints, debts and expenses (including attorneys’ fees and costs actually incurred) actions, causes of action, contribution, obligations, or liabilities of any nature whatsoeverand every kind, known that arise from or unknownrelate in any way to this Action, suspected or unsuspectedthis Settlement, anticipated or unanticipated, xxxxxx or inchoate, which and any of the Globetrotter Releasors now have, or claim to havematters described in paragraph 4.01 above, or which in any way involve a claim or theory that the Globetrotter Releasors at Bank Released Persons shall have any time heretofore hadliability or responsibility whatsoever for any expenses or liability incurred by the Bank Releasing Persons. This Release shall be included as part of any judgment, so that all released claims and rights shall be barred by principles of res judicata, collateral estoppel, and claim and issue preclusion.
4.04 In addition to the provisions of paragraphs 4.01, 4.02 and 4.03 above, the Releasing Persons hereby expressly agree that, upon Final Approval, each will waive and release any and all provisions, rights, and benefits conferred either (a) by Section 1542 of the California Civil Code, or claimed to have against the Third Point Releasees for or (b) by reason any law of any cause, matterstate or territory of the United States, or thing whatsoever from the beginning principle of common law, which is similar, comparable, or equivalent to section 1542 of the world through and including the date hereof relating California Civil Code, with respect to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this pursuant to paragraphs 4.01, 4.02 or 4.03 above. Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any 1542 of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.California Civil Code reads:
Appears in 1 contract
Samples: Settlement Agreement
Releases. (a) Effective upon In consideration of the date hereof, payments and benefits to the TP Parties on their own behalf Executive under this Agreement and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledgedacknowledged by the Executive, do hereby irrevocably the Executive knowingly, voluntarily and unconditionally releasehereby forever waives, acquitreleases and discharges, and forever discharge covenants never to xxx on, any and all claims, liabilities, causes of actions, judgments, orders, assessments, penalties, fines, expenses and costs (including without limitation attorneys' fees) and/or suits of any kind arising out of any actions, events or circumstances before the GB Partiesdate of execution of this Agreement ("Claims") which the Executive has, as well as all of their current ever had or former predecessorsmay have, successors, assigns, affiliates, subsidiaries, parents, trustees, or which the Executive's heirs, beneficiaries, executors, administratorsadministrators and assigns, insurersor any of them hereafter can, agentsshall or may have, principalsincluding, without limitation, any Claims arising in whole or in part from the Executive's employment or the termination of the Executive's employment with either Company or the manner of said termination; provided, however, that this Section 7 shall not apply to any of the obligations of the Company specifically provided for in this Agreement. This Agreement is intended as a full and final settlement and compromise of each, every and all Claims of every kind and nature, whether known or unknown, which have been or could be asserted against either Company and/or any of its subsidiaries, shareholders, officers, directors, agents, and employees, ownerspast or present, partners, members, managers, shareholders, and their respective heirs, servantssuccessors and assigns (collectively, attorneysthe "Releasees"), including, without limitation --
(1) any Claims arising out of any employment agreement (other than the Employment Agreements) or other contract (including, without limitation, the Employment Agreements), side-letter, resolution, promise or understanding of any kind, whether written or oral or express or implied;
(2) any Claims arising under the Age Discrimination in Employment Act of 1967, as amended ("ADEA"), 29 U.S.
C. Sections 621 ET SEQ.; and
(3) any Claims arising under any federal, state, or local civil rights, human rights, anti-discrimination, labor, employment, contract or tort law, rule, regulation, order or decision, including, without limitation, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, 42 U.S.C. Sections 12101 ET SEQ., and trusteesTitle VII of the Civil Rights Act of 1964, 42 U.S.C. Sections 2000 ET SEQ., and all persons acting byas each of these laws have been or will be amended, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only except that to the extent arising from that any governmental authority or related other third party, I.E., other than one of the Releasees, files a charge or institutes an investigation, lawsuit or any proceeding against the Executive based on any event, occurrence or omission during the period of the Executive's employment with a Company, in which case the Executive will be permitted to implead or bring a court action against the Merger Agreement, Company and/or any of the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims Releasees for the enforcement indemnification of any provision in liability or other appropriate remedy, provided such impleader or court action would be available but for this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any In consideration of the Globetrotter Releasees in respect of any obligations of the claims released in Executive under this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or Agreement and for other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledgedacknowledged by the Companies, do hereby irrevocably the Companies knowingly, voluntarily and unconditionally releasehereby forever waive, acquitrelease and discharge, and forever discharge the TP Partiescovenant never to xxx on, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all chargesClaims which the Companies have, complaintsever had or may have, claimsincluding, liabilitieswithout limitation, obligationsany Claims arising in whole or in part from the Executive's employment or the termination of the Executive's employment with either Company or the manner of said termination; provided, promiseshowever, agreementsthat this Section 7 shall not apply to any of the obligations of the Executive specifically provided for in this Agreement. This Agreement is intended as a full and final settlement and compromise of each, controversiesevery and all Claims of every kind and nature, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected which have been or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have could be asserted against the Third Point Releasees for or by reason of any causeExecutive and his respective heirs, mattersuccessors and assigns. Notwithstanding anything to the contrary in this Section 7, or thing whatsoever from (a) the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees Executive does not release (i) to pay in excess of $61,000,000 pursuant any claim he may have under any employee benefit plan subject to the Forward Purchase AgreementEmployee Retirement Income Security Act of 1974, as amended, in which he was a participant during his employment with either Company for the ECL or payment of a benefit thereunder to which he would be entitled upon his termination of employment on September 6, 1996 in accordance with the TPB Letter terms of such plan or (ii) any claim that he may have under this Agreement, (b) the Companies do not release any claim that either may have under this Agreement, and (c) this Section 7 shall not apply to perform any of the obligations of the Company specifically provided for in the Employment Agreements, the SIP, the MRP, and the DPP, all as modified by this Agreement. The Executive understands that this Agreement affects significant rights and represents and agrees that he has carefully read and fully understands all of the provisions of this Agreement, that he is voluntarily entering into this Agreement, and that he has been advised to consult with and has in fact consulted with legal counsel before entering into this Agreement. In particular, the Executive acknowledges that he has been given twenty-one (21) days during which time he has carefully considered and voluntarily approved the terms of this Agreement. The Executive understands that, pursuant to the terminated Share Purchase Agreements provisions of the ADEA, he shall have a period of seven (7) days from the date of execution of this Agreement during which he may revoke the release provided under this Section 7 with respect to which certain Third Point Releasees are partiesany claims under ADEA via hand delivery of a notice of revocation to the offices of the Corporation. This release shall not become effective or enforceable with respect to any Claims under ADEA until the revocation period described above has expired. If the Executive elects to revoke the portion of this release with respect to Claims under ADEA as provided above, each of the Companies shall have the right, upon written notice to the Executive within 30 days after such revocation, to terminate all or any portion of its obligations under this Agreement. This Agreement does not constitute any admission of wrongdoing, or relating to evidence thereof, on the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect part of any of the claims released in this Section 10(a); (ii) they will not initiate parties hereto or participate in bringing or pursuing any class, collectivethe Releasees. Except as required by court order, or other representative action against any of to enforce the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach terms of this Agreement at or prior to the Closing by or on behalf of any of the Third Point ReleaseesAgreement, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall may not be null and void and shall continue used in force and effect as if there had been no breachany court or administrative proceeding.
Appears in 1 contract
Releases. (a) Effective upon In exchange for the date hereofvaluable consideration set forth above, the TP Parties on their own behalf and each Apeiron Party, on behalf of their current or former predecessorsitself and the Apeiron Persons, successorshereby unconditionally and irrevocably releases, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, acquits and trustees, and any persons or entities acting by, through, under, or in concert with forever discharges each of them (the “Third Point Releasors”), for good Company Persons of and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, manner of action or actions, causes or causes of action, in law or in equity, suits, rightsdebts, liens, contracts, agreements, promises, liabilities, claims, demands, costsdamages, losses, debts costs and expenses expenses, of any nature whatsoever, including False Claims Act claims, Qui Tam claims, breaches of fiduciary duty, violations of securities laws and regulations, derivative stockholder claims, private attorney general claims, known or unknown, fixed or contingent, liquidated or unliquidated, direct or indirect, from the beginning of time to the date of this Agreement; provided, however, that the foregoing release shall not release (including attorneys’ fees i) any rights or duties of the Company under this Agreement or (ii) any claims or causes of action that any Apeiron Party may have for the breach or enforcement of any provision of this Agreement.
(b) In exchange for the valuable consideration set forth above, the Company, on behalf of itself and the Company Persons, hereby unconditionally and irrevocably releases, acquits and forever discharges each of the Apeiron Persons of and from any and all manner of action or actions, causes or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costs actually incurred) and expenses, of any nature whatsoever, known or unknown, suspected fixed or unsuspectedcontingent, anticipated liquidated or unanticipatedunliquidated, xxxxxx direct or inchoateindirect, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including time to the date hereofof this Agreement; provided, but only to however, that the extent arising from foregoing release shall not release (i) any rights or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance duties of doubt, the Third Point Releasors are not hereby releasing any Apeiron Party under this Agreement or (ii) any claims or causes of action that the Company may have for the breach or enforcement of any provision in of this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(bc) Effective upon the date hereof, the GB Parties The Company and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. each Apeiron Party represents and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current warrants that such party has not heretofore transferred or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, underassigned, or in concert with each of them (the “Globetrotter Releasors”)purported to transfer or assign, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with to any of them (the “Third Point Releasees”), from person any and all charges, complaints, claims, liabilitiesdemands, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionslosses, causes of action, suitsdamages, rightspenalties, costs, expenses, attorneys’ fees, liabilities or indemnities herein released. The Company and each Apeiron Party represents and warrants that neither such party nor any assignee of such party has filed any lawsuit or other action against the other party that is currently pending.
(d) The Company and each Apeiron Party waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) that may have the effect of limiting the releases in this Section 2.6. Without limiting the generality of the foregoing, the Company and each Apeiron Party acknowledges that there is a risk that the damages and costs that such party believes such party has suffered or will suffer may turn out to be other than or greater than those now known, suspected or believed to be true. Facts on which the Company and each Apeiron Party has been relying in entering into this Agreement may later turn out to be other than or different from those now known, suspected or believed to be true. The Company and each Apeiron Party acknowledges that in entering into this Agreement, such party has expressed that such party agrees to accept the risk of any such possible unknown damages, claims, facts, demands, costs, losses, debts actions and expenses (including attorneys’ fees and costs actually incurred) causes of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Documentaction. The Globetrotter Releasors further covenant Company and agree each Apeiron Party acknowledges and agrees that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released releases and covenants provided for in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class2.6 are binding, collective, or other representative action against any unconditional and final as of the Third Point Releasees in respect date hereof. Neither the execution nor delivery of this Agreement, nor compliance with its terms, shall constitute an admission of any fault or liability on the part of any Apeiron Persons or Company Persons. None of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating Apeiron Persons or pursuing a class, collective, or other representative action in respect the Company Persons admit liability of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentencesort and, in the event of fact, all parties expressly deny any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachliability.
Appears in 1 contract
Releases. (a) Effective upon Each of the date hereof, the TP Loan Parties on their own behalf and (on behalf of their current itself and its Affiliates) for itself and for its successors in title and assignees and, to the extent the same is claimed by right of, through or former predecessorsunder any of the Loan Parties, successorsfor its past, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurerspresent and future employees, agents, principalsrepresentatives (other than legal representatives), officers, directors, employees, owners, partners, members, managers, shareholders, heirsand trustees (each, servantsa “Releasing Party” and collectively, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsReleasing Parties”), for good does hereby remise, release and valuable considerationdischarge, and shall be deemed to have forever remised, released and discharged, the receipt Administrative Agent, Collateral Agent and sufficiency each of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquitthe Lenders in their respective capacities as such under the Loan Documents, and forever discharge the GB PartiesAdministrative Agent’s, as well as all of their current or former predecessorsCollateral Agent’s and each Xxxxxx’s respective successors-in-title, successorslegal representatives and assignees, assignspast, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, present and future officers, directors, employees, owners, partners, members, managersaffiliates, shareholders, heirs, servants, attorneys, and trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons acting byand entities to whom the Administrative Agent, throughCollateral Agent and each of the Lenders or any of their respective successors-in-title, underlegal representatives and assignees, past, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals would be liable if such persons or in concert with entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Globetrotter Releasees”), from any and all chargesmanner of action and actions, complaintscause and causes of action, claims, liabilitiescharges, obligationsdemands, promisescounterclaims, agreementscrossclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, civil judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, unpaid wagesattorneys’ fees, actionsor any other compensation, causes recovery or relief on account of actionany liability, suitsobligation, rightsdemand or cause of action of whatever nature, demandswhether in law, costsequity or otherwise, losseswhether known or unknown, debts fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Releasees, and expenses which are, in each case, based on any act, fact, event or omission or other matter, cause or thing occurring at any time prior to or on the date hereof in any way, directly or indirectly arising out of, connected with or relating to the Financing Agreement or any other Loan Document (including including, without limitation, this Amendment and the Existing Limited Waiver Agreement) and the transactions contemplated thereby, and all other agreements, certificates, instruments and other
(b) Each of the Loan Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Loan Party pursuant to Section 5(a) hereof. If any Loan Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, the Loan Parties, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs actually incurred) incurred by any Releasee as a result of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)such violation.
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Samples: Limited Waiver to Financing Agreement (Troika Media Group, Inc.)
Releases. Except for claims alleging breach of this Agreement the parties agree to the conditions set for in this Section 7.1 ("Release"):
(a) Effective upon the date hereofSellers, the TP Parties on their own behalf and on behalf of themselves, their current or former predecessors, successors, assigns, affiliatesparent, subsidiaries, parentsdirectors, trusteesofficers, heirs, beneficiaries, executors, administrators, insurersemployees, agents, principalsrepresentatives, successors and assigns, hereby release and forever discharge the Purchaser, its officers, directors, employees, ownersagents, partnersrepresentatives, successors and assigns, and the Company, its members, managers, shareholdersofficers, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurersemployees, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them representatives (the “Globetrotter Releasees”Release Purchaser Parties"), from and against any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesdemands, actions, causes of action, action or suits, rightsat law or in equity, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverwhatever kind or nature, known or unknown, suspected which Sellers had or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now may have, now or claim in the future, against the Released Purchaser Parties relating to havethe Membership Interests or the Company, including claims for fees, loan repayments, trade receivables or reimbursement of costs and expenses, the Company's business, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(aTerminated Agreements (defined below); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).;
(b) Effective upon the date hereofSellers, the GB Parties and Silver Lake Partners III Cayman (AIV III)their respective directors, L.P.officers, Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurersemployees, agents, principalsrepresentatives, successors and assigns, and Ronald Lane, and Nalin Rathod hereby release and forever discxxxxx Xxxxxh and Palmer xxxx and against any and all claims, demands, actionx, xxuses of action or suits, at law or in equity, of whatever kind or nature, known or unknown, which Sellers, its directors, officers, employees, agents, representatives, successors and assigns, and Ronald Lane, and Nalin Rathod had or may have, now or in thx xxxxxx, xgainst Xxxxxx xx Xxxxxx, including, without limitation, claims under xxx Xxrminated Agreements.
(c) Shaikh and Palmer hereby release and forever discharge Sellers, anx Xxllers' directors, officers, employees, ownersagents, partnersrepresentatives, successors and assigns, (collectively, the "Sellers' Group"), and Ronald Lane and Nalin Rathod from and against any and all clxxxx, xxxxxxs, acxxxxx, xxxxxx of action or suits, at law or in equity, of whatever kind or nature, known or unknown, which Shaikh or Palmer had or may have, now or in the future, against the Selxxxx' Group, Ronald Lane and Nalin Rathod, including, without limitatixx, xxxxxx under the Xxxxxxated Agreements;
(d) Bali, its members, managers, shareholdersofficers, heirsemployees, servants, attorneysagents, and trusteesrepresentatives (the "Bali Group") hereby release and forever discharge Palmer and Shaikh from and against any and all claims, and any persons demands, xxxxons, causes of action or entities acting bysuits, through, under, at law or in concert with each equity, of them (whatever kind or nature, known or unknown, which the “Globetrotter Releasors”)Bali Group had or may have, for good now or in the future, against Palmer and valuable consideration, Shaikh relating to the receipt Bali Interest or any of the Xxxxxnated Xxxxements. Palmer and sufficiency of which is Shaikh hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, release and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, Bxxx Xxoup from and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from against any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesdemands, actions, causes of action, action or suits, rightsat law or in equity, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverwhatever kind or nature, known or unknown, suspected which Palmer or unsuspected, anticipated Shaikh had or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now may have, now or claim to havein the future, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or agaixxx xxe Baxx Xxxup relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement Bali Interest or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any Terminated Agreements.
(e) For purposes of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releaseesabove releases, the release term "Terminated Agreements" shall mean the Employment Agreement entered into by and other covenants set forth in this Section 10(b) shall be null between Shaikh and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occursBionutrics, the release Employment Agreement entered into by and other covenants set forth between Palmer and Bionutrics, the Master Agreement, as described in this Section 10(b) shall not be null xxx xxcitals, the Membership Interest Redemption Agreement by and void between Palmer and shall continue in force and effect as if there had been no breachInCon Holdings, LLC dated October 27, 1997 (collectively, xxx "Terminated Agreements").
Appears in 1 contract
Releases. (a) (i) Effective upon the date receipt by the Employee of all the payments to be paid to Employee at the Purchase Time as provided in Section 2 hereof and the payment by the Company to the appropriate taxing authorities at or before the time required by law to be so paid of the Withholding Taxes as provided in Section 2 hereof, but subject to Section 3, Employee hereby releases and forever discharges the TP Parties on their own behalf and on behalf of their current or former predecessorsCompany, successors, assigns, affiliates, its subsidiaries, parentsand their respective successors and assigns (collectively, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Company Releasees”), ) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightsback-wages, demandsbenefits, costs, losses, debts and expenses (including attorneys’ fees fees, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, charges, complaints and costs actually incurred) demands whatsoever, in law, or equity, of any and every kind, nature whatsoeverand character, known or unknown, suspected or unsuspectedwhich such Company Releasees, anticipated or unanticipatedthe Employee, xxxxxx or inchoateher, which the Third Point Releasors now haveheirs, or claim to haveexecutors, or which the Third Point Releasors at any time heretofore administrators and legal representatives ever had, may now have or claimed to hereafter can, shall or may have against the Globetrotter Releasees for for, upon or by reason of any cause, matter, cause or thing whatsoever from the beginning of the world through and including to the date hereofof this Agreement specifically but not exclusively relating to any claims arising out of or in any way related to the Employment Agreement, the Employee’s employment with the Company under the Employment Agreement or the termination of the Employee’s employment with the Company under the Employment Agreement or otherwise; provided, however, there shall be excluded from such release (i) the Company’s obligations under the Employment Agreement that are specifically stated to or by their terms survive the termination of the Employee’s employment thereunder (but only to the extent arising from such obligations are not duplicative with the Company’s obligations hereunder), (ii) any rights of the Employee for indemnification (and advancement of expenses) by the Company or related GSI (or any successors) pursuant to applicable law or the Company’s certificate of incorporation or by-laws, (iii) any rights of the Employee with respect to insurance coverage under any of the Company’s or GSI’s (or any successors) directors and officers liability insurance policies, (iv) any rights of the Employee pursuant to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance (v) any rights of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in Employee under this Agreement. The Third Point Releasors further covenant Also, this release shall have no effect on the Employee’s right as a stockholder and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any option holder of the Globetrotter Releasees Company to receive payment for her stock and options in respect of any of accordance with the claims released in this Section 10(a); Merger Agreement.
(ii) they will Employee acknowledges that she is waiving and releasing any rights she may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) (“Waiver and Release”) and that this Waiver and Release is knowing and voluntary. Employee and the Company agree that this Waiver and Release does not initiate apply to any rights or participate claims that may arise under the ADEA after the effective date of this Waiver and Release. Employee acknowledges that the consideration given for this Waiver and Release is in bringing or pursuing any class, collective, private addition to anything of value to which Employee was already entitled. Employee further acknowledges that she has been advised by this writing that (a) she should consult with an attorney general, or other representative action against any prior to executing this Agreement containing the Waiver and Release; (b) she has at least twenty-one (21) days within which to consider this Waiver and Release; (c) she has seven (7) days following the execution of this Agreement by the Globetrotter Releasees in respect of any of parties to revoke the claims released in this Section 10(a)Waiver and Release; (d) the Waiver and Release shall not be effective until the revocation period has expired; and (iiie) they will not assist any third party nothing in initiating this Agreement prevents or pursuing precludes Employee from challenging or seeking a class, collective, private attorney general, or other representative action determination in respect of any good faith of the claims released validity of this Waiver and Release under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Any revocation should be in writing and delivered to Xxxxxx X. Xxxxxxx, Esq., c/o Breslow & Xxxxxx, LLP, 000 Xxxxxxx Xxxxxxxxxx, Xxxxxxx, Xxx Xxxx 00000, by close of business on the seventh day from the date that Employee signs this Section 10(a)Agreement.
(b) Effective upon at the date hereofPurchase Time, provided the Employee has not revoked the Waiver and Release in accordance with Section 5(a)(ii), the GB Parties and Silver Lake Partners III Cayman (AIV III)Company, L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, itself and each of its subsidiaries, parentshereby releases the Employee and forever discharges the Employee, trustees, her heirs, beneficiaries, executors, administratorsadministrators and legal representatives (collectively, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Employee Releasees”), ) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightsbenefits, demands, costs, losses, debts and expenses (including attorneys’ fees fees, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, charges, complaints and costs actually incurred) demands whatsoever, in law, or equity, of any and every kind, nature whatsoeverand character, known or unknown, suspected which against such Employee Releasees, the Company or unsuspectedany of its subsidiaries, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore ever had, may now have or claimed to hereafter can, shall or may have against the Third Point Releasees for for, upon or by reason of any cause, matter, cause or thing whatsoever from the beginning of the world through and including to the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant this Agreement; provided, however, there shall be excluded from such release Employee’s obligations to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in Company under this Agreement or any claims against FPAC arising as well as those under the Merger Employment Agreement that are specifically stated to or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any their terms survive the termination of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachEmployee’s employment thereunder.
Appears in 1 contract
Releases. (a) Effective upon By its execution hereof and in consideration of the date hereof, terms herein and other accommodations granted to the TP Parties on their own behalf and Borrower on behalf of itself and each of the Loan Parties, and its or their current or former predecessors, successors, assignsassigns and agents, the Borrower on behalf of itself and each of the Loan Parties hereby expressly forever waives, releases and discharges any and all claims (including cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Claims”) any of them may, as a result of actions or inactions occurring on or prior to the Eighth Amendment Effective Date, have or allege to have as of the date of this Amendment or at any time thereafter (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in Law, at equity or otherwise, against the Agent or any Lender, their respective affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officersmanagers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, ownersattorneys, partnersconsultants, membersadvisors, managersagents, shareholderstrusts, trustors, beneficiaries, heirs, servantsexecutors and administrators of each of the foregoing (collectively, attorneys, and trustees, and any persons or entities acting by, through, underthe “Released Parties”) arising out of, or in concert with each of them (the “Third Point Releasors”)relating to, for good and valuable considerationthis Amendment, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Credit Agreement, the TP Transaction Documents, the Transaction other Loan Documents and any or all of the actions and transactions contemplated hereby or thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of thirdany actual or alleged performance or non-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect performance of any of the claims released in Released Parties hereunder or under the Loan Documents (the “Released Matters”). In entering into this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing Amendment, the Borrower on behalf of itself and each Loan Party expressly disclaims any classreliance on any representations, collective, private attorney generalacts, or other representative action against omissions by any of the Globetrotter Releasees Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 9 shall survive the termination of this Amendment and the Loan Documents and the payment in full in cash of all Obligations of the Loan Parties under or in respect of any of the claims released in this Section 10(a); Credit Agreement and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, Loan Documents and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligationsother amounts owing thereunder.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Samples: Unsecured Term Loan Credit Agreement (Corre Horizon Fund, Lp)
Releases. (a) Effective upon Except for the date hereofobligations set forth in or created by this Agreement, each of the TP IBC Parties on and their own behalf successors and on behalf assigns hereby irrevocably and unconditionally release and forever discharge each of the Xxxxxx Parties and Nationwide Acceptance Corporation and all of their current or former predecessorspast, successors, assigns, affiliates, subsidiaries, parents, trustees, present and future heirs, beneficiaries, executors, administrators, insurers, agents, principalsemployees, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneysagents, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Partiesattorneys, as well as all of other persons and entities acting on their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”)behalf, from any and all charges, complaints, claims, liabilitiesliens, demands, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suitscounts, rightsdamages, demandsliabilities, indemnification, losses, fees, costs, losses, debts and or expenses (including attorneys’ fees and costs actually incurred) of any kind or nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or (including those resulting from a claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, asserted against any of the Globetrotter Releasees IBC Parties), that relates in respect any way to the Agreement and Plan of Merger, that was asserted or could have been asserted or arises out of the subject matter of the Lawsuits and the Earn Out Dispute, that relates to any breach of the Employment Agreements or Non-Competition Agreements as of the Effective Date, or that arises out of any other fact or circumstance that was known or reasonably should have been known by the IBC Parties as of the claims released Effective Date. Except for the obligations set forth in or created by this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any classAgreement, collective, private attorney general, or other representative action against any each of the Globetrotter Releasees in respect of any Xxxxxx Parties and Nationwide Acceptance Corporation and their successors and assigns hereby irrevocably and unconditionally release and forever discharge each of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB IBC Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf all of their current or former predecessorspast, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalspresent and future employees, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneysagents, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Partiesattorneys, as well as all of other persons and entities acting on their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”)behalf, from any and all charges, complaints, claims, liabilitiesliens, demands, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suitscounts, rightsdamages, demandsliabilities, indemnification, losses, fees, costs, losses, debts and or expenses (including attorneys’ fees and costs actually incurred) of any kind or nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or (including those resulting from a claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, asserted against any of the Third Point Releasees Xxxxxx Parties or Nationwide Acceptance Corporation), that relates in respect any way to the Agreement and Plan of Merger, that was asserted or could have been asserted or arises out of the subject matter of the Lawsuits and the Earn Out Dispute, that relates to any breach of the Employment Agreements or Non-Competition Agreements as of the Effective Date, or that arises out of any other fact or circumstance that was known or reasonably should have been known by the Xxxxxx Parties as of the claims released Effective Date. The Parties agree that except for the obligations set forth in or created by this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point ReleaseesAgreement, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior above constitutes a complete general release as to the Closing by matters released, and they further understand, acknowledge and expressly agree that they are aware that they may hereafter discover facts that are different from or on behalf of any of the Third Point Releasees, in addition to those which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) they now know or believe to be true with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant the Lawsuits, to the Forward Purchase Earn Out Dispute, to the Parties’ relationships, or to the matters herein released, and agree that this Agreement is fully consummated and the Closing occurs, the release and other covenants set forth above will remain in this Section 10(b) shall not be null and void and shall continue in full force and effect as if there had been in all respects notwithstanding any such different or additional facts. Each party represents and warrants that it has no breachknowledge of any claim or breach of the Agreement and Plan of Merger or any other contract between the parties that is not within the scope of the mutual release set forth above.
Appears in 1 contract
Releases. 2.1 Each of HAPS Delaware and the Kanemitsus (a) Effective upon the date hereofcollectively, the TP Parties on their own behalf “HAPS Delaware Parties”), for itself and on behalf of their current or former predecessors, successors, assignsrespective subsidiaries, affiliates, subsidiaries, parents, trusteesagents, heirs, beneficiariesrepresentatives, executorssuccessors and assigns (collectively, administratorsthe “HAPS Delaware Releasing Parties”), insurersdoes hereby release, agentsacquit and forever discharge any and all claims of any nature whatsoever that the HAPS Delaware Releasing Parties ever had, principalsnow have, or hereafter can, shall, or may have against (a) HAPS Utah or (b) the officers, directors, stockholders, employees, ownerssuccessors and assigns of HAPS Utah, partnersin each case immediately prior to the closing envisioned under the Purchase Agreement and solely and exclusively in such capacity as such an officer, membersdirector, managersstockholder, shareholdersemployee, heirssuccessor or assign of HAPS Utah but in no other capacity (solely and exclusively to the extent set forth above, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsHAPS Utah Released Parties”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from including but not limited to any and all charges, complaints, claims, liabilitiesrights (including rights to reimbursement or restitution), obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesdemands, actions, causes of action, suits, rightscontroversies, demandsdamages, attorneys’ fees, obligations, contracts, liabilities, agreements, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) or losses of any nature whatsoevernature, whether direct or indirect, known or unknown, matured or unmatured, contingent or absolute, existing or potential, suspected or unsuspected, anticipated in law or unanticipatedin equity, xxxxxx whether under federal statutory law, federal common law or inchoatefederal regulation, or the statutory or common laws or regulations of any and all states or subdivisions which are alleged or which could or might have been alleged regarding or arising out of or in connection with the Third Point Releasors Purchase Agreement; provided, however, nothing in this paragraph shall preclude the enforcement of this Agreement.
2.2 HAPS Utah, for itself and on behalf of its subsidiaries, affiliates, agents, heirs, representatives, successors and assigns (the “HAPS Utah Releasing Parties”), does hereby release, acquit and forever discharge any and all claims of any nature whatsoever that the HAPS Utah Releasing Parties ever had, now have, or claim to havehereafter can, shall, or which the Third Point Releasors at any time heretofore had, or claimed to may have against (a) the Globetrotter Releasees for HAPS Delaware Parties or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, ownersstockholders, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, employees, subsidiaries, successors and any persons or entities acting byassigns of the HAPS Delaware Parties (collectively, through, under, or in concert with each of them (the “Globetrotter ReleasorsHAPS Delaware Released Parties”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from including but not limited to any and all charges, complaints, claims, liabilitiesrights (including rights to reimbursement or restitution), obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesdemands, actions, causes of action, suits, rightscontroversies, demandsdamages, attorneys’ fees, obligations, contracts, liabilities, agreements, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) or losses of any nature whatsoevernature, whether direct or indirect, known or unknown, matured or unmatured, contingent or absolute, existing or potential, suspected or unsuspected, anticipated in law or unanticipatedin equity, xxxxxx whether under federal statutory law, federal common law or inchoate, which the Globetrotter Releasors now havefederal regulation, or claim to havethe statutory or common laws or regulations of any and all states or subdivisions which are alleged or which could or might have been alleged regarding or arising out of or in connection with the Purchase Agreement; provided, however, nothing in this paragraph shall preclude the enforcement of this Agreement.
2.3 Miyano, for himself and on behalf of his affiliates, agents, heirs, representatives, successors and assigns, does hereby release, acquit and forever discharge any and all claims of any nature whatsoever that Miyano ever had, now has, or which the Globetrotter Releasors at any time heretofore hadhereafter can, shall, or claimed to may have against the Third Point Releasees for HAPS Delaware Released Parties, including but not limited to any and all claims, rights (including rights to reimbursement or by reason restitution), demands, actions, causes of action, suits, controversies, damages, attorneys’ fees, obligations, contracts, liabilities, agreements, costs, expenses or losses of any causenature, matterwhether direct or indirect, known or unknown, matured or unmatured, contingent or absolute, existing or potential, suspected or unsuspected, in law or in equity, whether under federal statutory law, federal common law or federal regulation, or thing whatsoever from the beginning statutory or common laws or regulations of any and all states or subdivisions which are alleged or which could or might have been alleged regarding or arising out of or in connection with the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, or any other agreement entered into between Miyano or any entity owned and/or controlled by Miyano, on one hand, and the ECL or HAPS Delaware Released Parties, on the TPB Letter or (ii) to perform any obligations pursuant other hand, including but not limited to the terminated Share Purchase Agreements to which certain Third Point Releasees are partiesDirector Services Agreement dated as of April 1, or relating to 2005 by and between Hikari System Co., Ltd. (“Hikari”), HAPS Delaware and Miyano, and the allegations Sublease Agreement dated as of past wrongdoing referenced January 15, 2004 by and between EUC, Inc. (a company owned and/or controlled by Miyano) and Hikari; provided, however, nothing in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for this paragraph shall preclude the enforcement of this Agreement.
2.4 Miyamoto, for himself and on behalf of his affiliates, agents, heirs, representatives, successors and assigns, does hereby release, acquit and forever discharge any provision and all claims of any nature whatsoever that Miyamoto ever had, now has, or hereafter can, shall, or may have against the HAPS Delaware Released Parties, including but not limited to any and all claims, rights (including rights to reimbursement or restitution), demands, actions, causes of action, suits, controversies, damages, attorneys’ fees, obligations, contracts, liabilities, agreements, costs, expenses or losses of any nature, whether direct or indirect, known or unknown, matured or unmatured, contingent or absolute, existing or potential, suspected or unsuspected, in this Agreement law or in equity, whether under federal statutory law, federal common law or federal regulation, or the statutory or common laws or regulations of any claims against FPAC and all states or subdivisions which are alleged or which could or might have been alleged regarding or arising under out of or in connection with the Merger Agreement Purchase Agreement, or any other Transaction Document. The Globetrotter Releasors further covenant agreement entered into between Miyamoto or any entity owned and/or controlled by Miyamoto, on one hand, and agree that they (i) will not xxx or bring any action or cause of actionthe HAPS Delaware Released Parties, on the other hand, including but not limited to the Consulting Agreement for Individual Consultants, date unknown, by way of third-party claimand between Hikari and Miyamoto; provided, cross-claimhowever, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released nothing in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of paragraph shall preclude the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach enforcement of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Releases. (a) Effective upon As of the date hereofClosing, the TP Parties on their own behalf Buyer and on behalf its respective Subsidiaries (including, as of their current or former predecessorsimmediately following the Closing, the Acquired Group Companies) (each, a “Releasing Buyer Person”), hereby releases and forever discharges Seller and each of its respective Affiliates, successors, assigns, affiliatesformer, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessorsfuture direct or indirect stockholders, successorsequity holders, assignscontrolling persons (solely in their capacity as a direct or indirect equityholder of the Acquired Companies) (each, affiliatesa “Released Seller Person”) from all debts, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsdemands, causes of action, suits, rightscovenants, demandstorts, costsdamages and any and all claims, lossesdefenses, debts offsets, judgments, demands and expenses (including attorneys’ fees Liabilities whatsoever, of every name and costs actually incurred) of any nature whatsoevernature, both at law and in equity, known or unknown, suspected accrued or unsuspectedunaccrued, anticipated that have been or unanticipatedcould have been asserted against any Released Seller Person, xxxxxx that any Releasing Buyer Person has or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore ever had, that arises out of or claimed in any way relates to have against the Globetrotter Releasees for events, circumstances or by reason of any causeactions occurring, matter, existing or thing whatsoever from the beginning taken prior to or as of the world through date of this Agreement in respect of matters relating to their equity ownership of the Acquired Companies; provided, however, that the Parties acknowledge and including the date hereof, but only agree that this Section 8.14(a) does not apply to and shall not constitute a release of (i) any rights or obligations to the extent arising from under this Agreement or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); Ancillary Agreements or (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any claims of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)Fraud.
(b) Effective upon As of the date hereofClosing, the GB Parties and Silver Lake Partners III Cayman (AIV III)Seller, L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of itself and its Subsidiaries (excluding, as of immediately following the Closing, the Acquired Companies) (each, a Releasing Seller Person”) hereby releases and forever discharges Buyer, the Acquired Group Companies and each of their current or former predecessorsrespective Affiliates, successors, assigns, affiliatesformer, subsidiariescurrent or future direct or indirect stockholders, parentsequity holders, controlling persons, portfolio companies, directors, officers, employees, incorporators, managers, members, trustees, heirs, beneficiaries, executors, administrators, insurersgeneral or limited partners, agents, principalsattorneys or other Representatives (in each case, officerssolely in their capacities as such) (each, directorsa “Released Buyer Person”) from all debts, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsdemands, causes of action, suits, rightscovenants, demandstorts, costsdamages and any and all claims, lossesdefenses, debts offsets, judgments, demands and expenses (including attorneys’ fees Liabilities whatsoever, of every name and costs actually incurred) of any nature whatsoevernature, both at law and in equity, known or unknown, suspected accrued or unsuspectedunaccrued, anticipated that have been or unanticipatedcould have been asserted against any Released Buyer Person, xxxxxx that Seller has or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore ever had, that arises out of or claimed in any way relates to have against the Third Point Releasees for events, circumstances or by reason of any causeactions occurring, matter, existing or thing whatsoever from the beginning taken prior to or as of the world through and including the date hereof of this Agreement in respect of matters relating to any rights the Acquired Companies; provided, however, that the Parties acknowledge and agree that this Section 8.14(b) does not apply to require the Third Point Releasees and shall not constitute a release of (i) to pay in excess of $61,000,000 pursuant any rights or obligations to the Forward Purchase Agreement, extent arising under this Agreement or any of the ECL or the TPB Letter Ancillary Agreements or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations claims of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other ObligationsFraud.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Releases. (a) Effective upon By its execution hereof and in consideration of the date hereof, terms herein and other accommodations granted to the TP Parties on their own behalf and Borrower on behalf of itself and each of the Loan Parties, and its or their current or former predecessors, successors, assignsassigns and agents, the Borrower on behalf of itself and each of the Loan Parties hereby expressly forever waives, releases and discharges any and all claims (including cross-claims, counterclaims, and rights of setoff and recoupment), causes of action (whether direct or derivative in nature), demands, suits, costs, expenses and damages (collectively, the “Claims”) any of them may, as a result of actions or inactions occurring on or prior to the Twelfth Amendment Effective Date, have or allege to have as of the date of this Amendment or at any time thereafter (and all defenses that may arise out of any of the foregoing) of any nature, description, or kind whatsoever, based in whole or in part on facts, whether actual, contingent or otherwise, now known, unknown, or subsequently discovered, whether arising in Law, at equity or otherwise, against the Agent or any Lender, their respective affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officersmanagers, managing members, members, stockholders, “controlling persons” (within the meaning of the United States federal securities laws), directors, officers, employees, ownersattorneys, partnersconsultants, membersadvisors, managersagents, shareholderstrusts, trustors, beneficiaries, heirs, servantsexecutors and administrators of each of the foregoing (collectively, attorneys, and trustees, and any persons or entities acting by, through, underthe “Released Parties”) arising out of, or in concert with each of them (the “Third Point Releasors”)relating to, for good and valuable considerationthis Amendment, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Credit Agreement, the TP Transaction Documents, the Transaction other Loan Documents and any or all of the actions and transactions contemplated hereby or thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of thirdany actual or alleged performance or non-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect performance of any of the claims released in Released Parties hereunder or under the Loan Documents (the “Released Matters”). In entering into this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing Amendment, the Borrower on behalf of itself and each Loan Party expressly disclaims any classreliance on any representations, collective, private attorney generalacts, or other representative action against omissions by any of the Globetrotter Releasees Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above does not depend in any way on any such representation, acts and/or omissions or the accuracy, completeness, or validity thereof. The provisions of this Section 11 shall survive the termination of this Amendment and the Loan Documents and the payment in full in cash of all Obligations of the Loan Parties under or in respect of any of the claims released in this Section 10(a); Credit Agreement and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, Loan Documents and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligationsother amounts owing thereunder.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Releases. (a) Effective upon as of the date hereofClosing Date, the TP Parties on their own behalf and Purchaser, on behalf of itself and its past, present or future Affiliates (including the Companies and each of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trusteesrespective Subsidiaries), heirs, beneficiarieslegal representatives, executorssuccessors and assigns (collectively, administratorswith Purchaser, insurersthe “Purchaser Releasors”), agentshereby releases, principalsacquits and forever discharges, to the fullest extent permitted by Law, Seller, Seller’s Affiliates and each of their respective past, present or future officers, managers, directors, employees, ownersstockholders, partners, members, managersAffiliates, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, successors and assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, ownerscounsel and agents (each, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the a “Globetrotter ReleaseesSeller Releasee”)) of, from and against any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightsclaims, demands, costsdamages, lossesjudgments, debts debts, dues and expenses (including attorneys’ fees suits of every kind, nature and costs actually incurred) of any nature description whatsoever, known in law or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoatein equity, which the Third Point Releasors now havesuch Purchaser Releasor or its heirs, legal representatives, successors or claim to have, or which the Third Point Releasors at any time heretofore assigns ever had, now has or claimed to may in the future have against the Globetrotter Releasees for on or by reason of any cause, matter, cause or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger AgreementCompanies, their respective Subsidiaries and/or the TP Transaction DocumentsTransactions contemplated hereby. Each Purchaser Releasor covenants and agrees that no Purchaser Releasor shall, the Transaction Documents nor shall any Purchaser Releasor cause its respective Affiliates and the transactions contemplated thereby. For the avoidance of doubtSubsidiaries to, the Third Point Releasors are not hereby releasing assert any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, such claim against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)Seller Releasee.
(b) Effective upon as of the date hereofClosing Date, the GB Parties and Silver Lake Partners III Cayman (AIV III)Seller, L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current itself and its past, present or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, future Affiliates and its heirs, beneficiarieslegal representatives, executorssuccessors and assigns (collectively, administratorswith Seller, insurersthe “Seller Releasors”), agentshereby releases, principalsacquits and forever discharges, officersto the fullest extent permitted by Law, directors, employees, owners, Purchaser and the Purchaser’s stockholders partners, members, managersAffiliates (including, shareholdersafter the Closing, heirs, servants, attorneys, the Companies and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”its Subsidiaries), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, ownerscounsel and agents (each, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the a “Third Point ReleaseesPurchaser Releasee”)) of, from and against any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightsclaims, demands, costsdamages, lossesjudgments, debts debts, dues and expenses (including attorneys’ fees suits of every kind, nature and costs actually incurred) of any nature description whatsoever, known in law or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoatein equity, which the Globetrotter Releasors now havesuch Seller Releasor or its heirs, legal representatives, successors or claim to have, or which the Globetrotter Releasors at any time heretofore assigns ever had, now has or claimed to may in the future have against the Third Point Releasees for on or by reason of any cause, matter, cause or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant related to the Forward Purchase AgreementCompanies, their respective Subsidiaries and/or the ECL or the TPB Letter or (ii) Transactions contemplated hereby. Each Seller Releasor agrees not to, and agrees to perform cause its respective Affiliates and Subsidiaries not to, assert any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, such claim against any of the Third Point Releasees in respect of any of the claims released Purchaser Releasee.
(c) Notwithstanding anything contained in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior 8.13 to the Closing by or on behalf of any of the Third Point Releaseescontrary, the release and other covenants set forth in this Section 10(b) 8.13 shall be null and void. Notwithstanding not affect or release the previous sentenceobligations of Purchaser, in Seller or the event of any breach of Companies under this Agreement at or prior to the Closing by or on behalf of under any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased other agreement entered into pursuant to the Forward Purchase Agreement is fully consummated terms of this Agreement, and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachdeemed to be a release of any Liabilities of Purchaser, Seller or the Companies resulting from acts of Actual Fraud.
Appears in 1 contract
Releases. (a) Effective upon and as of the date hereofClosing, the TP Parties on their own behalf and Buyer on behalf of each Company Entity, generally, irrevocably, unconditionally and completely releases, acquits and forever discharges the Seller, its Representatives and their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneysrespective Affiliates, and trusteeseach of their respective Related Parties, and any persons or entities acting by, through, under, or in concert with each of them the successors and assigns of any of the foregoing (collectively, the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Seller Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any all past, present and all chargesfuture Losses of every kind, complaintsnature, claimsdescription or character, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected liquidated or unsuspectedunliquidated, anticipated that such Company Entity has, owns or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now haveholds, or claim claims to have, own or which the Third Point Releasors at any time heretofore hadhold, or claimed to have against the Globetrotter Releasees for may have, own or by reason of any causehold, matterin each case, or thing whatsoever arising from the beginning of time through the world through and including Closing Date relating to any matter involving the date hereofPurchased Interests, but only the Company Entities or their respective businesses arising on or prior to the extent arising from or related to the Merger AgreementClosing, the TP Transaction Documents, the Transaction Documents including for any controlling equityholder liability and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement breach of any provision fiduciary duty relating to any pre-Closing actions or failures to act by any Seller Party; provided, however, that nothing in this Agreement. The Third Point Releasors further covenant and agree that (iSection 5.10(a) they will not xxx shall constitute a release or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect waiver of any of the claims released in rights provided for under this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)Agreement.
(b) Effective upon and as of the date hereofClosing, the GB Parties Seller generally, irrevocably, unconditionally and Silver Lake Partners III Cayman (AIV III)completely releases, L.P.acquits and forever discharges the Company Entities, Silver Lake Technology Investors III Caymanits Representatives and their respective Affiliates, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf each of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneysrespective Related Parties, and trustees, and any persons or entities acting by, through, under, or in concert with each of them the successors and assigns of any of the foregoing (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Buyer Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any all past, present and all chargesfuture Losses of every kind, complaintsnature, claimsdescription or character, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected liquidated or unsuspectedunliquidated, anticipated that the Seller has, owns or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now haveholds, or claim claims to have, own or which the Globetrotter Releasors at any time heretofore hadhold, or claimed to have against the Third Point Releasees for may have, own or by reason of any causehold, matterin each case, or thing whatsoever arising from the beginning of time through the world through and including the date hereof Closing Date relating to any rights to require matter involving the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase AgreementPurchased Interests, the ECL Company Entities or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC their respective businesses arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at on or prior to the Closing by or on behalf Closing, including breach of any fiduciary duty relating to any pre-Closing actions or failures to act by any Buyer Party; provided, however, that nothing in this Section 5.10(b) shall constitute a release or waiver of (i) any rights provided under this Agreement; and (ii) any rights for indemnification or exculpation that its Representatives may have as directors or officers of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased Company Entities pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachsuch Company Entity’s Organizational Documents.
Appears in 1 contract
Releases. (a) Effective upon Employee agrees that, except as provided herein, he hereby waives any right to employment, reinstatement or reemployment with the date hereofCompany or any Company Affiliate and specifically agrees that he will not apply for same.
(b) Employee acknowledges and agrees that he is fully aware that there are various federal, state and municipal laws which prohibit employment discrimination based on, including without limitation, the TP Parties on following: race, age, sex, marital status, sexual orientation, citizenship, religion, creed, national origin, military or national guard service, mental, psychological record or prior convictions, or entitlement to pension or employee benefits including retirement, pension and severance. 5
(c) Employee also acknowledges and agrees that he fully understands and is aware that there are federal, state and municipal agencies which enforce and administer these laws and ensure their own behalf enforcement.
(d) In consideration of the payments and on behalf other undertakings of their current or former predecessorsthe Company and the undertakings of Employee, successorsdescribed in this Separation Agreement, and other good and sufficient consideration provided by the parties, the receipt of which is hereby acknowledged, Employee hereby, for himself, his heirs, legal representatives, successors and assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, releases and discharges the Company and the Company Affiliates and its and their respective officers, directors, employees, ownerssuccessors and assigns, partnersand the Company and Company Affiliates hereby, membersfor themselves, managerstheir respective successors and assigns, shareholdersrelease and discharge Employee, his heirs, servantslegal representatives, attorneys, successors and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and from all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightsdebts, demandsaccounts, costssums of money, lossesdamages, debts judgments, claims and expenses (including attorneys’ fees and costs actually incurred) of any nature demands whatsoever, in law or in equity, known or unknown, suspected which either hereafter can, shall or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to may have against the Globetrotter Releasees for other for, upon or by reason of any cause, matter, cause or thing whatsoever from the beginning of the world through and including to the date hereofof this Agreement, but including without limitation all claims arising out of or by reason of the termination of Employee's employment, except only those arising out of the performance by the Company and Company Affiliates and Employee of their respective covenants and agreements contained in this Separation Agreement and Employee's rights under all retirement, profit sharing, stock option or similar benefit plans sponsored by the Company (to the extent that such rights survive the termination of Employee's employment). Further, the Company and the Company Affiliates do not hereby release Employee from any liability which they or any of them may incur arising from or related to any act or omission on the Merger Agreementpart of Employee in his capacity as a plan administrator or trustee of any retirement plan or trust maintained by the Company or any Company Affiliate which constitutes gross negligence, fraud or willful misconduct.
(e) Except as otherwise stated, the TP Transaction Documentsreleases in the foregoing Section 4 (d) include but are not limited to releases of any rights the releasing parties may have for breach of contract (whether express, implied or oral), tort, wrongful termination, defamation, infliction of emotional distress, slander, promissory estoppel, prima facie tort, breach of the covenant of fair dealing, fraud, violation of public policy, claims for physical or emotional injury, any and all claims based on any federal, state or local laws including, without limitation, the Transaction Documents Age Discrimination in Employment Act (29 U.S.C. '621, et seq.), the Employee Retirement Income Security Act of 1974, the Civil Rights Acts, the fair employment laws of the State of New York, and the transactions contemplated therebyUnited States and New York Constitutions or common laws. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that 6 (f) Employee acknowledges (i) they will not xxx or bring any action or cause of actionthat he has been given the opportunity to consult with his attorney regarding this agreement, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any classthat he fully understands this agreement and the effect of his signing it, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they that he has been given up to twenty-one (21) days to consider this agreement and (iv) that he may revoke this agreement within seven (7) days following the date that he signs it and that this agreement will not assist any third party in initiating become effective or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)enforceable until after seven (7) days have expired.
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Samples: Separation Agreement (Belding Heminway Co Inc /De/)
Releases. (a) 7.1 Upon the Effective upon Date, each member of the date hereofSettlement Class who does not opt out of the class, the TP Parties on and their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, respective heirs, beneficiaries, executors, administrators, insurersrepresentatives, agents, principalsattorneys, successors, predecessors-in-interest and assigns releases and will be deemed to have fully released and forever discharged ACA and any of ACA’s present and former parents, subsidiaries, “d/b/a names” and fictitious business names, its/their officers, directors, attorneys, accountants, agents, representatives, employees, owners, partners, members, managers, shareholders, heirs, servantsinsurance carriers, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or debt buyers or successors in concert interest (provided the accounts are repurchased from the debt buyer or successor in interest in accordance with any of them (the “Globetrotter Releasees”), Section 4.1) from any and all chargesrights, complaints, claims, liabilitiesduties, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesclaims, actions, causes of actionaction or liabilities, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected existing or unsuspectedhaving accrued as of the date of the Final Judgment that were asserted or could have been asserted in the Action and relate to or arise out of ACA’s Statutory Notices, anticipated ACA’s assessment of Deficiency Balances, ACA’s collection or unanticipatedattempted collection of Deficiency Balances, xxxxxx or inchoateand/or ACA’s reporting to the CRAs of Settlement Class members’ accounts.
7.2 Plaintiffs, which the Third Point Releasors now havefor themselves only, hereby do release any and all claims, demands, or claim to have, causes of action of any nature which they have or which the Third Point Releasors at any time heretofore had, or claimed to may have against the Globetrotter Releasees for or by reason of any causeACA, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); ACA’s present and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliatesparents, subsidiaries, parents“d/b/a names” and fictitious business names, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, its/their officers, directors, attorneys, accountants, agents, representatives, employees, owners, partners, members, managers, shareholders, heirs, servantsinsurance carriers, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or debt buyers or successors in concert with any interest that arose before the Effective Date of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes this Agreement arising out of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require facts asserted or could have been asserted on their behalf in the Third Point Releasees (i) to pay in excess Action, including, without limitation, any claims arising out of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations Class Representatives’ Account, retail installment sale contracts, Conditional Sale Contracts, NOIs, Deficiency Balances, collection activity, and credit reporting of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not Class Representatives’ Accounts. Plaintiffs hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree acknowledge that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claimmay hereafter discover facts different from, or counterclaimin addition to, against any of the Third Point Releasees in those which they now claim or believe to be true with respect of any of to the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of that are the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach subject of this Agreement at or prior general release. Plaintiffs hereby acknowledge that they, individually, are knowingly and voluntarily waiving their rights under California Civil Code § 1542 to the Closing full extent that they may lawfully waive all such rights and benefits pertaining to the subject matter hereof, and that the consequences of such waiver have been explained to Plaintiffs by their counsel and/or advisors. Plaintiffs acknowledge that they are familiar with the provisions of § 1542, which provides as follows: A general release does not extend to claims that the creditor or on behalf releasing party does not know or suspect to exist in his or her favor at the time of any of the Third Point Releasees, executing the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willfulthat, if known by him or her, would have materially affected his or her settlement with the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares debtor or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachreleased party.
Appears in 1 contract
Samples: Settlement Agreement
Releases. (ai) Effective upon In consideration of the date hereofpayment and benefits provided in this Agreement and other good and valuable consideration, the TP Parties on their own behalf adequacy of which is hereby acknowledged, each of CRC and on behalf the CRC Stockholders hereby voluntarily, knowingly, willingly, irrevocably and unconditionally releases each of Xxxxxx'x and Sub, together with each of their current or former predecessorsrespective subsidiaries and Affiliates, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, and each of their respective officers, directors, employees, ownersrepresentatives, partners, members, managers, shareholders, heirs, servants, attorneys, attorneys and trustees, agents and any persons or entities acting by, through, under, or in concert with each of them their (the “Third Point Releasors”), for good and valuable consideration, the receipt their subsidiaries' and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former Affiliates') respective predecessors, successors, assignsand assigns (collectively, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter "Releasees”"), from any and all charges, complaints, claims, liabilities, obligations, losses, damages, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only unknown (other than with respect to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents obligations of Xxxxxx'x and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision Sub expressly set forth in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim), against any of them which CRC and the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); CRC Stockholders and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, respective subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsAffiliates, officers, directors, employees, ownersstockholders, representatives, attorneys, agents, partners, memberstrustees (and, managersin the case of the Trusts, shareholdersbeneficiaries), heirspredecessors, servantssuccessors and assigns ever had, attorneys, and trustees, and any persons or entities acting by, through, undernow have, or hereafter can, shall, or may have (in concert each case in their capacity as such, whether directly, indirectly, derivatively, or otherwise) by reason of any matter, fact, or cause whatsoever arising with each respect to the Transaction Agreements, the Ancillary Agreements or otherwise from the beginning of them time to the date of this Agreement. By signing this Agreement, CRC and the CRC Stockholders admit that they have read this Agreement, understand it is a legally binding agreement and that they were advised to review it with legal counsel of their choice.
(ii) In consideration of the “Globetrotter Releasors”), benefits provided in this Agreement and for other good and valuable consideration, the receipt and sufficiency adequacy of which is hereby acknowledged, do each of Xxxxxx'x and Sub hereby irrevocably voluntarily, willingly, irrevocably, and unconditionally releasereleases each of CRC and the CRC Stockholders, acquit, together with CRC's subsidiaries and forever discharge the TP Parties, as well as all Affiliates and each of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point respective Releasees”), from any and all charges, complaints, claims, liabilities, obligations, losses, damages, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknownunknown (other than with respect to the obligations of CRC and the CRC Stockholders expressly set forth in this Agreement) against them which Xxxxxx'x and Sub and their respective subsidiaries, suspected or unsuspectedAffiliates, anticipated or unanticipatedofficers, xxxxxx or inchoatedirectors, which employees, stockholders, representatives, attorneys, agents, partners, trustees (and in the Globetrotter Releasors case of any trusts, beneficiaries) predecessors, successors and assigns ever had, now have, or claim to havehereafter can, shall, or which the Globetrotter Releasors at any time heretofore hadmay have (in each case in their capacity as such, whether directly, indirectly, derivatively, or claimed to have against the Third Point Releasees for or otherwise) by reason of any cause, matter, fact, or thing cause whatsoever arising with respect to the Transaction Agreements, the Ancillary Agreements or otherwise from the beginning of the world through and including time to the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase this Agreement. By signing this Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop Xxxxxx'x and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree Sub admit that they (i) will not xxx or bring any action or cause have read this Agreement, understand it is a legally binding agreement and that they were advised to review it with legal counsel of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and their choice.
(iii) they will not assist any third party in initiating or pursuing a classThe parties agree that, collectiveexcept as set forth below, or other representative action in respect of any the terms of the claims released in this Section 10(a). In Mutual Confidentiality Agreement dated February 16, 1999 between CRC and Xxxxxx'x (the event "Confidentiality Letter") shall survive the releases set forth above; provided that the obligations of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release CRC and other covenants CRC's Representatives set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in last paragraph on page 3 of the event of any breach of this Agreement at or prior Confidentiality Letter (which paragraph carries over to the Closing by or on behalf of any next page of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase AgreementConfidentiality Letter) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachare hereby terminated.
Appears in 1 contract
Samples: Termination Agreement (Landrys Seafood Restaurants Inc)
Releases. (a) Effective upon The Company, on behalf of itself and each of the date hereof, the TP Note Parties on their own behalf (and on behalf of their current each Affiliate thereof) and for itself and for its successors in title and assignees and, to the extent the same is claimed by right of, through or former predecessorsunder any of the Note Parties, successorsfor its past, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurerspresent and future employees, agents, principalsrepresentatives (other than legal representatives), officers, directors, employees, owners, partners, members, managers, shareholders, heirsand trustees (each, servantsa “Releasing Party” and collectively, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsReleasing Parties”), for good does hereby remise, release and valuable considerationdischarge, and shall be deemed to have forever remised, released and discharged, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquitAgent, and forever discharge each of the GB PartiesHolders in their respective capacities as such under the Note Documents, as well as all of their current or former predecessorsand the Agent’s and each Holder’s respective successors-in-title, successorslegal representatives and assignees, assignspast, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, present and future officers, directors, employees, owners, partners, members, managersaffiliates, shareholders, heirs, servants, attorneys, and trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals and all other persons acting byand entities to whom the Agent and each of the Holders or any of their respective successors-in-title, throughlegal representatives and assignees, underpast, present and future officers, directors, affiliates, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys and other professionals would be liable if such persons or in concert with entities were found to be liable to any Releasing Party or any of them (collectively, hereinafter the “Globetrotter Releasees”), from any and all chargesmanner of action and actions, complaintscause and causes of action, claims, liabilitiescharges, obligationsdemands, promisescounterclaims, agreementscrossclaims, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, rights of setoff and recoupment, controversies, damages, civil judgments, expenses, executions, liens, claims of liens, claims of costs, penalties, unpaid wagesattorneys’ fees, actionsor any other compensation, causes recovery or relief on account of actionany liability, suitsobligation, demand or cause of action of whatever nature, whether in law, equity or otherwise, whether known or unknown, fixed or contingent, joint and/or several, secured or unsecured, due or not due, primary or secondary, liquidated or unliquidated, contractual or tortious, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Releasees, and which are, in each case, based on any act, fact, event or omission or other matter, cause or thing occurring at any time prior to or on the date hereof in any way, directly or indirectly arising out of, connected with or relating to the Notes or any other Note Document and the transactions contemplated thereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing (each, a “Claim” and collectively, the “Claims”); provided, that, no Releasing Party shall have any obligation with respect to Claims to the extent such Claims are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of any Releasee. Each Releasing Party further stipulates and agrees with respect to all Claims, that it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, demandsand benefits conferred by any applicable U.S. federal or state law, costsor any principle of common law, lossesthat would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 5.
(b) The Company, debts on behalf of each Note Party, itself and expenses its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (including at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by any Note Party pursuant to Section 5(a) of this Agreement. If any Note Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, the Note Parties, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs actually incurred) incurred by any Releasee as a result of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)such violation.
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Samples: Limited Waiver, Deferral and Amendment and Restatement Agreement (Reed's, Inc.)
Releases. (a) Effective upon the date hereof, the TP Parties on their own behalf and on a. On behalf of their current or former InterClick and its predecessors, successors, assigns, affiliatesparent corporations, subsidiariessubsidiary corporations and affiliated corporations, parentsInterClick hereby releases, trusteesremises, heirsacquits, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, satisfies and forever discharge the GB Parties, as well as all of their current or former discharges Xxxxxxxx and his predecessors, successors, assigns, affiliatesheirs, subsidiaries, parents, trustees, heirsexecutors, beneficiaries, executors, administrators, insurers, and present and former agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, present and former representatives and present and former attorneys, whether or not expressly named herein (such persons or entities, individually and trusteescollectively, and all persons acting by, through, under, or referred to in concert with any of them (this Paragraph 9 as the “Globetrotter Releasees”Xxxxxxxx Released Parties"), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversiesdemands, damages, civil penaltiessuits, unpaid wagesremedies, actions, actions and causes of action, suitsdebts, rightssums of money, demandsagreements, costspromises, losses, debts losses and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverand every kind or character, known whether known, unknown or unknownsuspected, suspected whether direct or unsuspectedderivative, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or because of anything done or not done, omitted or suffered to be done by reason of any cause, matter, or thing whatsoever from the beginning of the world through Xxxxxxxx Released Parties, individually and collectively, prior to and including the date hereofby which this Agreement is signed by all of the parties, but only except for those obligations arising pursuant to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on b. On behalf of their current or former Xxxxxxxx and his heirs, executors, administrators, trust administrators and beneficiaries, predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any other persons or entities acting bythey represents or purports to represent, throughXxxxxxxx hereby releases, underremises, or in concert with acquits, satisfies and forever discharges InterClick, Options and each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former its predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsaffiliated corporations, officers, directors, shareholders, present and former agents, present and former employees, ownerspresent and former representatives and present and former attorneys, partnerspresent and former insurers, memberswhether or not expressly named herein (such persons or entities, managersindividually and collectively, shareholdersreferred to in this Paragraph 9 as the “InterClick and Options Released Parties" from any and all claims, demands, damages, suits, remedies, actions and causes of action, debts, sums of money, agreements, promises, losses and expenses of any and every kind or character, whether known, unknown or suspected, whether direct or derivative, for or because of anything done or not done, omitted or suffered to be done by any of the InterClick Released Parties individually and collectively, prior to and including the date by which this Agreement is signed by all of the parties, except for those obligations arising pursuant to this Agreement.
c. On behalf of Options and its predecessors, successors, assigns, parent corporations, subsidiary corporations and affiliated corporations, Options hereby releases, remises, acquits, satisfies and forever discharges Xxxxxxxx and his predecessors, successors, assigns, heirs, servantsexecutors, beneficiaries, and present and former agents, present and former representatives and present and former attorneys, whether or not expressly named herein (such persons or entities, individually and trusteescollectively, and all persons acting by, through, under, or referred to in concert with any of them (this Paragraph 9 as the “Third Point Releasees”Xxxxxxxx Released Parties"), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversiesdemands, damages, civil penaltiessuits, unpaid wagesremedies, actions, actions and causes of action, suitsdebts, rightssums of money, demandsagreements, costspromises, losses, debts losses and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverand every kind or character, known whether known, unknown or unknownsuspected, suspected whether direct or unsuspectedderivative, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or because of anything done or not done, omitted or suffered to be done by reason of any cause, matter, or thing whatsoever from the beginning of the world through Xxxxxxxx Released Parties, individually and collectively, prior to and including the date hereof relating to any rights to require by which this Agreement is signed by all of the Third Point Releasees (i) to pay in excess of $61,000,000 parties, except for those obligations arising pursuant to the Forward Purchase this Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Releases. (a) As of the Effective upon the date hereofDate, the TP Parties on their own behalf and Company, on behalf of their current itself and each of the Company’s Affiliates, permanently, fully and completely releases, acquits and discharges Nynens and the SKK Parties collectively, separately and severally, of and from any and all claims (including derivative claims), demands, damages, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, foreseen, unforeseen, known or former predecessorsunknown, that the Company has had, now has, or may have against Nynens and/or the SKK Parties collectively, separately and severally, at any time prior to and including the Effective Date, including (but not limited to) any and all claims arising out of or in any way whatsoever related to the facts and allegations asserted in the Litigation, or otherwise related to the Derivative Allegations and/or Benefit Forfeiture Demand; provided, however, that nothing contained herein shall operate to release any obligations arising hereunder.
(b) As of the Effective Date, Nynens and the SKK Parties permanently, fully and completely release, acquit and discharge the Company, and the Company’s subsidiaries, joint ventures and partnerships, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholdersprincipals, heirspredecessor entities, servantsagents, employees, stockholders, advisors, consultants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trusteesinsurers, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneyssuccessors and assigns of any such person or entity (in each case, and trusteesin their capacities as such) (collectively, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter ReleaseesCompany’s Affiliates”), collectively, separately and severally, of and from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversiesdemands, damages, civil penalties, unpaid wages, actions, causes of action, suitsdebts, rightsliabilities, demandscontroversies, costs, losses, debts judgments and expenses (including attorneys’ fees suits of every kind and costs actually incurred) of any nature whatsoever, foreseen, unforeseen, known or unknown, suspected or unsuspectedthat Nynens and the SKK Parties have had, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to havemay have against the Company and/or the Company’s Affiliates, or which the Third Point Releasors collectively, separately and severally, at any time heretofore had, or claimed prior to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereofEffective Date, including (but only to the extent not limited to) any and all claims arising from out of or in any way whatsoever related to the Merger Agreement, facts and allegations asserted in the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claimLitigation, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant otherwise related to the Forward Purchase AgreementDerivative Allegations and/or Benefit Forfeiture Demand; provided, the ECL or the TPB Letter or (ii) however, that nothing contained herein shall operate to perform release any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligationsarising hereunder.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Samples: Settlement Agreement (Wayside Technology Group, Inc.)
Releases. (a) Effective upon Each of the date hereofUSGA Parties and Wall hereby, for itself/himself, and, as the TP Parties on their own behalf case may be, its/his past and on behalf present employees, officers, directors, agents, representatives, executors, administrators, trustees, partners, parents, subsidiaries, controlled entities and affiliates, successors and assigns, forever discharges and releases each of the ECON Parties, ECON Clients and, as the case may be, each of their current or former predecessorspast and present employees, successorsagents, executors, administrators, trustees, heirs, attorneys, partners, insurers, representatives, assigns, affiliates, subsidiaries, parents, trusteespredecessors, heirssuccessors and related entities, beneficiariesfrom any and all claims, damages, actions, judgments, obligations, attorneys' fees, indemnities, subrogations, duties, demands, controversies and liabilities of every nature at law or in equity, liquidated, or unliquidated, known or unknown, matured or unmatured, foreseeable or unforeseeable, which they had or have arising out of any circumstance, thing, or event alleged, and any and all other matters of any nature whatsoever, including without limitation any and all past, present, pending or threatened litigation.
(b) Each of the ECON Parties hereby, for itself/herself, and, as the case may be, its/her past and present employees, officers, directors, agents, representatives, executors, administrators, insurerstrustees, agentsclients, principalsparents, subsidiaries, controlled entities and affiliates, successors and assigns, forever discharges and releases (i) each of the USGA Parties and each of their respective past and present employees, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servantsagents, attorneys, and trusteesinsurers, and any persons or entities acting byrepresentatives (including, throughwithout limitation, under, or in concert with each of them (the “Third Point Releasors”John Robinson), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successorsaffiliates, assigns, affiliates, subsidiaries, parents, trusteespredecesxxxx, heirsxxxxxxxxrs and related entities, beneficiariesand (ii) Wall and each of his past and present employees, agents, executors, administrators, insurers, agents, principals, officers, directors, employees, ownerstrustees, partners, membersrepresentatives, managerscontrolled entities and affiliates, shareholders, heirs, servants, attorneys, successors and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), assigns from any and all charges, complaints, claims, liabilitiesdamages, actions, judgments, obligations, promisesattorneys' fees, agreementsindemnities, controversiessubrogations, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightsduties, demands, costscontroversies and liabilities of every nature at law or in equity, lossesliquidated, debts or unliquidated, known or unknown, matured or unmatured, foreseeable or unforeseeable, which they had or have arising out of any circumstance, thing, or event alleged, and expenses (including attorneys’ fees any and costs actually incurred) all other matters of any nature whatsoever, including without limitation any and all past, present, pending or threatened litigation.
(c) Each of the Parties understands and agrees that the releases set forth above extend to all claims of every kind, nature and description whatsoever, known or unknown, suspected or unsuspected, anticipated . Each of the Parties understands and acknowledges that such Party is familiar with and expressly waives and relinquishes every right or unanticipated, xxxxxx benefit such Party has or inchoatemay have under the provisions of Section 1542 of the Civil Code of the State of California, which the Third Point Releasors now have, or claim reads as follows: "A general release does not extend to have, or claims which the Third Point Releasors creditor does not know or suspect to exist in his favor at any the time heretofore had, or claimed to have against of executing the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge which if known by him must have materially affected his settlement with the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligationsdebtor.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach."
Appears in 1 contract
Releases. (a) Effective upon the date hereofStockholder acknowledges and agrees, the TP Parties on their own behalf and on behalf of their itself (or, as applicable, himself or herself) and each of its (or, as applicable, his or her) current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, ownersmanagers, general partners, membersprincipals, managersadvisors, shareholders, heirsagents, servants, or other representatives (including without limitation attorneys, accountants, consultants, bankers and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”financial advisors), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, estates, executors, administrators, insurerstrustees, agentssuccessors or assigns (each a “Releasing Party”) that:
(a) Releasing Party (i) has no Claims (defined below), principals(ii) has not transferred or assigned, or purported to transfer or assign, any Claims and (iii) shall not transfer or assign, or purport to transfer or assign, any Claims, in each case, relating to the Company against the Company, Parent or Merger Sub, or their respective current or former affiliates, officers, directors, employees, ownersmanagers, partners, membersprincipals, managersadvisors, shareholders, heirsagents, servants, stockholders, members, investors, equity holders or other representatives (including without limitation attorneys, accountants, consultants, bankers and trusteesfinancial advisors), and all persons acting bysuccessors or assigns (collectively, through, under, or in concert with any of them (the “Globetrotter ReleaseesReleased Parties”), .
(b) Releasing Party hereby irrevocably and unconditionally releases and forever discharges the Released Parties from any and all chargesclaims, demands, allegations, assertions, complaints, claims, liabilities, obligations, promises, agreements, controversies, damagescharges, civil penaltiesduties, unpaid wagesgrievances, actionsrights, causes of action, suits, rightsliabilities, demandsdebts, obligations, promises, commitments, agreements, guarantees, endorsements, duties, damages, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverwhatsoever (whether direct or indirect, known or unknown, suspected disclosed or unsuspectedundisclosed, anticipated matured or unanticipatedunmatured, xxxxxx accrued or inchoateunaccrued, which the Third Point Releasors now haveasserted or unasserted, absolute or claim to havecontingent, determined or which the Third Point Releasors at any time heretofore hadconditional, express or claimed to have against the Globetrotter Releasees for implied, fixed or by reason of any causevariable and whether vicarious, matterderivative, joint, several or thing whatsoever from the beginning of the world through and including the date hereof, but only secondary) relating to the extent arising from or related to Company (collectively, “Claims”); provided, however, that the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are foregoing release shall not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that cover (i) they will not xxx or bring any action or cause rights of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising Company Stockholders under the Merger Agreement or any other Transaction Documentrights that Stockholder may have under this Agreement, or any Stockholder Ancillary Agreement, (ii) if Stockholder is a present or former employee of the Company, rights to earned but unpaid cash compensation and unpaid vacation, or unreimbursed business expenses incurred in the ordinary course and reimbursable pursuant to the Company’s business expense policy, (iii) rights to separation benefits (e.g., severance, equity acceleration) upon termination of service in connection with the Merger, (iv) Claims under the Benefit Plans, if any, or (v) Claims for exculpation, indemnification or advancement of expenses from the Company, if any (whether pursuant to any agreement, the Company’s certificate of incorporation, the Company’s by-laws or any Law).
(c) Releasing Party acknowledges and agrees that it, he or she is familiar with Section 1542 of the Civil Code of the State of California (“Section 1542”), which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. The Globetrotter Releasors further covenant Releasing Party hereby waives and agree relinquishes any rights and benefits that they Releasing Party may have under Section 1542 or any similar statute or common law principle of any jurisdiction. Releasing Party acknowledges that it, he or she may hereafter discover facts in addition to or different from those that Releasing Party now knows or believes to be true with respect to the subject matter of this release, but it is Releasing Party’s intention to fully and finally and forever settle and release any and all Claims (other than as set forth in the proviso included in subsection (b) above) that do now exist, may exist or heretofore have existed with respect to the subject matter of this release. In furtherance of this intention, the releases contained herein shall be and remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different facts.
(d) Releasing Party acknowledges and agrees that it, he or she (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any has read this release and understands its terms and has been given an opportunity to ask questions of the Third Point Releasees in respect of any of the claims released in this Section 10(a); Company’s representatives, and (ii) they will does not initiate rely, and has not relied, on any representation or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will statement not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(brelease made by any representative of the Company or any other Person with regard to the subject matter, basis or effect of this release or otherwise.
(e) This release is effective upon, and subject to, the consummation of the Merger as contemplated in the Merger Agreement, and shall be become null and void. Notwithstanding , and shall have no effect whatsoever, without any action on the previous sentencepart of any Person, upon termination of the Merger Agreement in accordance with its terms.
(f) For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, “Releasing Party” shall not include any stockholder, member, limited partner, other equity holder or any portfolio company of a Stockholder that is in the event business of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined making investments in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachcompanies.
Appears in 1 contract
Releases. (a) Effective upon the date hereofEmployee, the TP Parties on their own behalf for Employee and on behalf of their current or former predecessors, for Employee’s successors, assigns, affiliatesagents, spouse (if any), predecessors, attorneys, heirs, relatives, executors, administrators and representatives, hereby releases and forever discharges the Company, Merger Sub, Xxxxxx, Constellation and their respective predecessors, affiliated entities, parents, subsidiaries, parentsdivisions, trusteessuccessors and assigns, heirsand the shareholders, beneficiariesowners, executorsdirectors, administratorsmanagers, officers, supervisors, employees, agents, attorneys, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, agents and trustees, and any persons or entities acting by, through, under, or in concert with representatives of each of them the foregoing (the collectively, “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightsback-wages, demandsbenefits, costs, losses, debts and expenses (including attorneys’ fees fees, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, charges, complaints and costs actually incurred) demands whatsoever, in law, or equity, of any and every kind, nature whatsoeverand character, whether now known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now haveEmployee or her successors, or claim to haveassigns, or which the Third Point Releasors at any time heretofore agents, spouse (if any), predecessors, attorneys, heirs, relatives, executors, administrators and representatives ever had, may now have or claimed to hereafter can, shall or may have against the Globetrotter Releasees for for, upon or by reason of any cause, matter, cause or thing whatsoever from the beginning of the world through and including to the date hereof, of this Agreement specifically but only not exclusively relating to the extent any and all claims arising from out of or related to Employee’s employment with the Merger Agreement, the TP Transaction Documents, the Transaction Documents Company and the transactions contemplated thereby. For the avoidance of doubtseparation from that employment, the Third Point Releasors are not hereby releasing including without limitation any wage claims, any claims for the enforcement wrongful termination, harassment of any provision sort, discrimination of any sort, or whether pursuant to contract, general law, tort law or statute, or under any federal, state or local law or regulation (except for any judicially or statutorily mandated right to participate by testifying truthfully in state or federal administrative proceeding before the EEOC or similar state agency, acknowledging that Employee has no right to recover any monetary benefits or compensation in connection with such proceedings). Notwithstanding the generality of the foregoing, nothing herein waives Employee’s rights to assert a breach of this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties Employee acknowledges that she is waiving and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them releasing (the “Globetrotter ReleasorsWaiver and Release”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees she may have (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to the Termination for Convenience, including under Section 13(e) of the Employment Agreement or otherwise, and (ii) under the Age Discrimination in Employment Act of 1967 (“ADEA”). Employee acknowledges and agrees that this Waiver and Release is knowing and voluntary. Employee and the Company agree that this Waiver and Release does not apply to any rights or claims that may arise under the ADEA after the effective date of this Waiver and Release. Employee acknowledges that the consideration given for this Waiver and Release is in addition to anything of value to which Employee was already entitled (including, without limitation, the acceleration of the Termination Payments as provided on Schedule A hereto). Employee further acknowledges that she has been advised by this writing that (a) she should consult with an attorney prior to executing this Agreement containing the Waiver and Release; (b) she was afforded at least $61,000,000 twenty-one (21) days within which to consider this Waiver and Release, which period Employee is permitted to waive by signing this Agreement before the expiration of Forward Purchase Shares or such lesser amount as shall be required the twenty-one (21) days and thereby commence the seven (7) day revocation period if she so elects; (c) she has seven (7) days following the execution of this Agreement by the parties to be purchased pursuant to revoke the Forward Purchase Agreement is fully consummated Waiver and Release;
(d) the Closing occurs, the release Waiver and other covenants set forth in this Section 10(b) Release shall not be null effective until the revocation period has expired; and void (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this Waiver and shall continue Release under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. Any revocation should be in force writing and effect as delivered to Xxxxx Lovells US LLP, One Xxxxx Center, Suite 1500, 0000 Xxxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, Attn: Xxxx Xxxxxx, by close of business on the seventh day from the date that Employee signs this Agreement.
(c) Employee hereby waives all rights, if there had been any, that she may have to matching contributions from the Company for any Termination Payments that may be directed into the Company’s 401(k) defined contribution plan or any successor thereto. Employee acknowledges that such matching contributions are entirely within the discretion of the Company and that she is not entitled to, and the Company has no breachintention of making, matching contributions to a 401(k) or other account for Employee’s benefit, regardless of past practices or any other claim Employee may have to such matching contributions.
Appears in 1 contract
Samples: Termination and Release Agreement (Computer Software Innovations, Inc.)
Releases. (a) Effective Subject to and effective upon entry of the date hereofFinal Approval Order, in consideration of the terms and undertakings herein, the TP Parties on their own behalf sufficiency and on behalf fairness of which are acknowledged, all Settlement Class members who do not opt out of the proposed Settlement Class in compliance with the procedure set forth in the Notice, for themselves and each of their current or former predecessorspresent, successors, assigns, affiliates, subsidiaries, parents, trustees, and future heirs, beneficiaries, executors, administrators, partners, family members, spouses, attorneys, insurers, agents, principalsrepresentatives, predecessors, successors and assigns, releases and forever discharges Defendant (individually and in her representative capacity as the Clerk of Court) and each of her current and former public officials, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliatesagents and attorneys (collectively, subsidiariesthe “Released Defendant Parties”) in full and final settlement and discharge of this action and of all claims, parentscounterclaims, trusteesactions, heirssuits, beneficiariesrights, executorscauses of action, administratorslawsuits, insurerscosts, agentslosses, principalscontroversies, agreements, promises and demands, or liabilities, of whatever kind or character, direct or indirect, whether known or unknown or capable of being known, arising at law or in equity, by right of action, including, without limitation, the claims made or which could have been made in the Litigation or otherwise arising out of or relating to the Litigation. Subject to and effective upon entry of the Final Approval Order, in consideration of the terms and undertakings herein, the sufficiency and fairness of which are acknowledged, Defendant (individually and in her representative capacity as the Clerk of Court), for herself and each of her current and former public officials, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliatesagents and attorneys, subsidiariesreleases and forever discharges all Settlement Class members who do not opt out of the proposed Settlement Class in compliance with the procedure set forth in the Notice, parents, trustees, and each of their present and future heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, family members, managers, shareholders, heirs, servantsspouses, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsrepresentatives, officerspredecessors, directorssuccessors and assigns (collectively, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point ReleaseesReleased Plaintiff Parties”), ) from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoateclaims alleged, which the Globetrotter Releasors now have, could have been alleged or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason otherwise arising out of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other ObligationsLitigation.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Samples: Settlement Agreement
Releases. (a) Effective upon the date hereofconsummation of the Closing, in consideration of the TP Parties on their own behalf execution, delivery and performance by the Buyers of this Agreement, each of the Seller Parties, on behalf of itself and their current or former predecessorsAffiliates (each, successorsa “Seller Releasing Party”) hereby releases, assignswaives, affiliatesacquits and forever discharges the Group Companies, subsidiariesBuyers and each of their respective Affiliates, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, together with their respective past and present officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting byemployees, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurersstockholders, agents, principalsattorneys and representatives (each, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the a “Globetrotter ReleaseesBuyer Released Party”), from any and all chargeslosses, complaintsliabilities, costs, expenses, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suitsor suits in law or equity, rightsof whatever kind or nature that any Seller Releasing Party ever had or may now have against any Buyer Released Party and that have accrued or arisen prior to the Closing, demandsin each case based on any fact or circumstance arising from such Seller Parties past or current ownership, costsas applicable, losses, debts and expenses of any Equity Interests issued by the Company or Blocker (including attorneys’ fees and costs actually incurredany claims relating to actual or alleged breaches of fiduciary or other duties by the Company’s directors, officers or stockholders), whether based on contract or any Legal Requirement (including tort, statute, local ordinance, regulation or any comparable law) in any jurisdiction, including under California Civil Code Section 1542, which provides that “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”; provided, however, that nothing in this Section 7.11 shall or be deemed to release any rights or obligations of any nature whatsoever, known Buyer Released Party or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that Seller Releasing Party (i) they will not xxx or bring under any action or cause of action, including by way of thirdthen-party claim, cross-claim, or counterclaim, against any existing insurance policy of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a)Group Companies; (ii) they will not initiate as to accrued but unpaid compensation or participate in bringing benefits under any Benefit Plan; or pursuing any class, collective, private attorney general(iii) for amounts owed pursuant to, or other representative action against rights set forth in, this Agreement and any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)Ancillary Agreement.
(b) Effective upon the date hereofconsummation of the Closing, in consideration of the GB execution, delivery and performance by the Seller Parties and Silver Lake Partners III Cayman (AIV III)of this Agreement, L.P.each of the Buyers, Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of itself and their current or former predecessorsAffiliates (each, successorsa “Buyer Releasing Party”) hereby releases, assignswaives, affiliatesacquits and forever discharges the Seller Parties and each of their respective Affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, together with their respective past and present officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting byemployees, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurersstockholders, agents, principalsattorneys and representatives (each, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the a “Third Point ReleaseesSeller Released Party”), from any and all chargeslosses, complaintsliabilities, costs, expenses, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suitsor suits in law or equity, rightsof whatever kind or nature that any Buyer Releasing Party ever had or may now have against any Seller Released Party and that have accrued or arisen prior to the Closing, demands, costs, losses, debts and expenses whether based on contract or any Legal Requirement (including attorneys’ fees and costs actually incurredtort, statute, local ordinance, regulation or any comparable law) of in any nature whatsoeverjurisdiction, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoateincluding under California Civil Code Section 1542, which the Globetrotter Releasors now haveprovides that “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, or claim to haveIF KNOWN BY HIM OR HER, or which the Globetrotter Releasors at any time heretofore hadWOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”; provided, or claimed to have against the Third Point Releasees for or by reason of any causehowever, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released nothing in this Section 10(a); (ii) they will not initiate 7.11 shall or participate in bringing be deemed to release any rights or pursuing obligations of any class, collectiveSeller Released Party or Buyer Releasing Party for amounts owed pursuant to, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a classrights set forth in, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of and any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Ancillary Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Releases. (a) Effective upon the date hereof, the TP Parties on their own behalf FC and on behalf its Board of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsCommissioners, officers, directors, predecessors, employees, ownersaffiliates, attorneys, independent contractors, successors, agents and assigns (collectively the “FC Releasing Parties”) hereby release and forever discharge CRS, F&D, and CCSI and their respective officers, directors, shareholders, partners, membersemployees, managersaffiliates, attorneys, independent contractors, parent companies, sibling companies, subsidiaries, masters, servants, insurers, reinsurers, successors, agents and assigns (collectively the “Defendant Released Parties”) of and from any and all rights, claims, demands, damages, latent defects, patent defects, sums of money, or causes of action of whatsoever kind or nature, known or unknown, whether in law, equity or otherwise, that the FC Releasing Parties ever had, now have, or which they can, shall or may have against the Defendant Released Parties in any way relating to or arising out of the Project or the Lawsuits regardless of when such claims arose or accrued. FC further hereby releases any statutory or common law claims related to the manner or timeliness in which F&D investigated, handled, or responded to any claim on the Bonds.
(b) CRS, F&D, and CCSI and their respective officers, directors, shareholders, heirspartners, predecessors, employees, affiliates, attorneys, independent contractors, successors, agents and assigns (collectively the “Contractor Releasing Parties”) hereby release and forever discharge FC and its Board of Commissioners, officers, predecessors, employees, affiliates, attorneys, independent contractors, insurers, reinsurers, successors, agents and assigns (collectively the “FC Released Parties”) of and from any and all rights, claims, demands, damages, sums of money, or causes of action of whatsoever kind or nature, whether in law, equity or otherwise, that the Contractor Releasing Parties ever had, now have, or which they can, shall or may have against the FC Released Parties in any way relating to or arising out of the Project or the Lawsuits regardless of when such claims arose or accrued.
(c) CRS, F&D, and XXXX and their respective officers, directors, shareholders, partners, predecessors, employees, affiliates, attorneys, independent contractors, successors, agents and assigns hereby release and forever discharge each other and their respective officers, directors, members, unit owners, shareholders, partners, employees, affiliates, attorneys, independent contractors, parent companies, sibling companies, subsidiaries, masters, servants, attorneysinsurers, reinsurers, successors and trusteesassigns of and from any and all rights, and any persons or entities acting byclaims, throughdemands, underdamages, sums of money, or causes of action of whatsoever kind or nature, whether in concert with law, equity or otherwise, that they ever had, now have, or which they can, shall or may have against each other in any way relating to or arising out of them the Project or the Lawsuits regardless of when such claims arose or accrued. Notwithstanding any other provision of this Agreement, CRS and F&D agree that the release provisions of this Agreement do not include or in any way modify or limit the Agreement of Indemnity (the “Third Point ReleasorsAOI”), for good executed by CRS, Xxxxx X. Xxx, Xxx X. Xxx, and valuable considerationSAS Homes, Inc. CRS and F&D agree that, to the extent legally enforceable, the receipt AOI shall remain in full force and sufficiency effect after the complete execution of which is this Agreement and shall not merge into or otherwise become included within or limited by this Agreement. CRS acknowledges and agrees that F&D has reserved all rights, remedies and defenses available to it pursuant to the AOI and applicable law governing the same.
(d) CRS and F&D and their respective officers, directors, shareholders, partners, predecessors, employees, affiliates, attorneys, independent contractors, successors, agents and assigns (collectively the “CRS Releasing Parties”) hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, release and forever discharge Auto- Owners and its officers, directors, members, unit owners, shareholders, partners, employees, affiliates, attorneys, independent contractors, parent companies, sibling companies, subsidiaries, masters, servants, insurers, reinsurers, successors and assigns (collectively the GB “Auto-Owners Released Parties”) of and from any and all rights, as well as all claims, demands, damages, sums of their current money, or former causes of action of whatsoever kind or nature, whether in law, equity or otherwise, that the CRS Releasing Parties ever had, now have, or which they can, shall or may have against the Auto- Owners Released Parties in any way relating to or arising out of the Project or the Lawsuits regardless of when such claims arose or accrued.
(e) Auto-Owners and its officers, directors, members, unit owners, shareholders, partners, predecessors, employees, affiliates, attorneys, independent contractors, successors, assignsagents and assigns (collectively the “Auto-Owners Releasing Parties”) hereby release and forever discharge CRS, affiliatesF&D, subsidiariesCCSI, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsand FC and their respective Board of Commissioners, officers, directors, employees, ownersshareholders, partners, membersemployees, managersaffiliates, shareholdersattorneys, heirsindependent contractors, parent companies, sibling companies, subsidiaries, masters, servants, attorneysinsurers, reinsurers, successors, agents and trustees, and all persons acting by, through, under, or in concert with any of them assigns (collectively the “Globetrotter ReleaseesDeclaratory Judgment Released Parties”), ) of and from any and all charges, complaintsrights, claims, liabilities, obligations, promises, agreements, controversiesdemands, damages, civil penaltieslatent defects, unpaid wagespatent defects, actionssums of money, or causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) action of any nature whatsoeverwhatsoever kind or nature, known or unknown, suspected whether in law, equity or unsuspectedotherwise, anticipated or unanticipatedthat the Auto-Owners Releasing Parties ever had, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to havewhich they can, shall or which the Third Point Releasors at any time heretofore had, or claimed to may have against the Globetrotter Releasees for Declaratory Judgment Released Parties in any way relating to or by reason of any cause, matter, or thing whatsoever from the beginning arising out of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL Project or the TPB Letter Lawsuits regardless of when such claims arose or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligationsaccrued.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Samples: Mediated Settlement Agreement
Releases. (a) Effective upon From and after the date hereofClosing, the TP Parties on their own behalf and Seller, on behalf of itself and each of its Affiliates (excluding the Company and the Subsidiaries), hereby releases and forever discharges the Company and the Subsidiaries, and each of their current respective individual, joint or former predecessorsmutual, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, past and present officers, directors, employees, ownersrepresentatives and agents, partnerssuccessors and assigns, membersin their respective capacities as such (collectively, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Company Releasees”), from any and all chargesClaims, complaintsdemands, claims, liabilitiesactions, obligations, promisescontracts, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature Liabilities whatsoever, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoateboth at Law and in equity, which the Third Point Releasors Seller or any of its Affiliates (other than the Company and the Subsidiaries) now havehas, have ever had or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to may hereafter have against the Globetrotter respective Company Releasees for by virtue of, or by reason in any manner related to, any actions or inactions with respect to the Company, the Subsidiaries or the operation of their Business arising prior to or contemporaneously with the Closing or on account of or arising out of any cause, such matter, cause or thing whatsoever from the beginning of the world through and including the date hereof, but only event occurring contemporaneously with or prior to the extent arising from Closing, whether or related not relating to the Merger Agreementclaims pending on, or asserted after, the TP Transaction DocumentsClosing. Notwithstanding the foregoing, nothing in this Section 5.06(a) shall in any way limit or otherwise restrict any rights the Transaction Documents Seller or any of its Affiliates may have against the Purchaser or Parent or any of their respective Affiliates arising out of, relating to or in connection with this Agreement or the Ancillary Agreement and the transactions contemplated hereby or thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon From and after the date hereofClosing, the GB Parties and Silver Lake Partners III Cayman (AIV III)Purchaser, L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of itself and the Company and each of the Subsidiaries, hereby releases and forever discharges the Seller and its Affiliates (and, with respect to the Seller, its stockholders), and each of their current respective individual, joint or former predecessorsmutual, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, past and present officers, directors, employees, ownersrepresentatives and agents, partnerssuccessors and assigns in their respective capacities as such (collectively, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Seller Releasees”), ) from any and all chargesClaims, complaintsdemands, claims, liabilitiesactions, obligations, promisescontracts, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature Liabilities whatsoever, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoateboth at Law and in equity, which any of the Globetrotter Releasors Purchaser, the Company or any of the Subsidiaries now havehas, have ever had or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to may hereafter have against the Third Point respective Seller Releasees for by virtue of, or by reason in any manner related to, any actions or inactions with respect to the Company, the Subsidiaries or the operation of their Business arising prior to or contemporaneously with the Closing or on account of or arising out of any cause, such matter, cause or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at occurring contemporaneously with or prior to the Closing by Closing, whether or on behalf of any of the Third Point Releaseesnot relating to claims pending on, or asserted after, the release and other covenants set forth Closing. Notwithstanding the foregoing, nothing in this Section 10(b5.06(b) shall be null and void. Notwithstanding in any way limit or otherwise restrict any rights Parent, the previous sentencePurchaser or any of their Affiliates may have against the Seller or its Affiliates arising out of, relating to or in the event of any breach of connection with this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Ancillary Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachtransactions contemplated hereby or thereby.
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Releases. (a) Effective upon As of the date hereofClosing, Buyer and its Subsidiaries (including, as of immediately following the Closing, the TP Parties on their own behalf Acquired Group Companies) (each, a “Releasing Buyer Person”), hereby releases and on behalf forever discharges Seller and each of their current or former predecessorsits respective Affiliates, successors, assigns, affiliatesformer, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessorsfuture direct or indirect stockholders, successorsequity holders, assignscontrolling persons in each case, affiliatessolely in their capacities as a direct or indirect equityholder of the Acquired Companies (each, subsidiariesa “Released Seller Person”) from all debts, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsdemands, causes of action, suits, rightscovenants, demandstorts, costsdamages and any and all claims, lossesdefenses, debts offsets, judgments, demands and expenses (including attorneys’ fees liabilities whatsoever, of every name and costs actually incurred) of any nature whatsoevernature, both at law and in equity, known or unknown, suspected accrued or unsuspectedunaccrued, anticipated that have been or unanticipatedcould have been asserted against any Released Seller Person, xxxxxx that any Releasing Buyer Person has or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore ever had, that arises out of or claimed in any way relates to have against events, circumstances or actions occurring, existing or taken prior to or as of the Globetrotter Releasees for Closing Date in respect of matters relating to their direct or by reason indirect equity ownership of the Acquired Group Companies; provided, however, that the Parties acknowledge and agree that this Section 10.14(a) does not apply to and shall not constitute a release of any cause, matter, rights or thing whatsoever from the beginning of the world through and including the date hereof, but only obligations to the extent arising from under this Agreement or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect Ancillary Agreements or claims of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)Fraud.
(b) Effective upon As of the date hereofClosing, the GB Parties and Silver Lake Partners III Cayman (AIV III)Seller, L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of itself and its Subsidiaries (excluding, as of immediately following the Closing, the Acquired Companies) (each, a Releasing Seller Person”) hereby releases and forever discharges Buyer, the Acquired Group Companies and each of their current or former predecessorsrespective Affiliates, successors, assigns, affiliatesformer, subsidiariescurrent or future direct or indirect stockholders, parentsequity holders, trusteescontrolling persons, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partnersportfolio companies, members, managersgeneral or limited partners or other Representatives in each case, shareholderssolely in their capacities as such (each, heirsa “Released Buyer Person”) from all debts, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsdemands, causes of action, suits, rightscovenants, demandstorts, costsdamages and any and all claims, lossesdefenses, debts offsets, judgments, demands and expenses (including attorneys’ fees liabilities whatsoever, of every name and costs actually incurred) of any nature whatsoevernature, both at law and in equity, known or unknown, suspected accrued or unsuspectedunaccrued, anticipated that have been or unanticipatedcould have been asserted against any Released Buyer Person, xxxxxx that Seller has or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore ever had, that arises out of or claimed in any way relates to have against the Third Point Releasees for events, circumstances or by reason of any causeactions occurring, matter, existing or thing whatsoever from the beginning taken prior to or as of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay Closing Date in excess respect of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or matters relating to the allegations of past wrongdoing referenced in Acquired Group Companies; provided, however, that the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop Parties acknowledge and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are agree that this Section 10.14(b) does not hereby releasing any claims for the enforcement apply to and shall not constitute a release of any provision in rights or obligations to the extent arising under this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect Ancillary Agreements or claims of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachFraud.
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Releases. (a) Effective upon Except as otherwise provided in this Agreement, effective as of the date hereofClosing, the TP Parties on their own behalf and Purchaser, on behalf of itself and its Subsidiaries and Affiliates (including the Surviving Company), and their current or former predecessorsrespective directors, successorsofficers, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurersemployees, agents, principalsRepresentatives, officerssuccessors and assigns (collectively, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Purchaser Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably releases and unconditionally releaseforever discharges each of the Direct Unitholders, acquitManagement Blocker and the holders of capital stock of XX Xxxxxxx (in their capacity as holders of Common Units and capital stock of XX Xxxxxxx), and forever discharge each of the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsdirectors, officers, directorsstockholders, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, managers or in concert with any of them (the “Globetrotter Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning members of the world through and including the date hereof, but only to the extent arising from or related to the Merger AgreementTransferred Entities, the TP Transaction DocumentsDirect Unitholders, the Transaction Documents Management Blocker and the transactions contemplated thereby. For the avoidance holders of doubtcapital stock of XX Xxxxxxx (in such person’s capacity as director, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of actionofficer, including by way of third-party claimstockholder, cross-claimmanager, or counterclaimmember, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any classemployee, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement agent or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx position held or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or services rendered on behalf of any of the Third Point Transferred Entities, the Direct Unitholders, Management Blocker or the holders of capital stock of XX Xxxxxxx) (collectively, the “Holder Releasees”) from any and all claims, actions, causes of actions, liens, counterclaims, liabilities, suits, debts, offsets, setoffs, losses, demands, rights, obligations, damages, costs, attorneys’ fees, interest, expenses and compensation, whether known, unknown, fixed or contingent based on acts or omissions occurring on or before the Closing, known or unknown, that Purchaser Releasors have had in the past, or have now or may have in the future against the Holder Releasees arising from their direct or indirect ownership of Common Units or the holders of capital stock of each of the XX Xxxxxxx Entities prior to the Effective Time, or, with respect to directors, officers, managers, their respective service to XX Xxxxxxx, Management Blocker, the Company and its Subsidiaries as a director, officer, employee, agent or independent contractor or otherwise, including claims of negligence, conversion, malfeasance, breach of contract, breach of fiduciary duty, and claims for equitable relief but excluding claims to the extent related to the fraud or willful misconduct on the part of such Holder Releasee. Notwithstanding the foregoing, this release shall not be construed to release any claims against the Sellers, if any, based on this Agreement or in connection with the transactions contemplated hereby.
(b) Except as otherwise provided in this Agreement, effective as of the Closing, each Seller, on behalf of itself and its directors, officers, employees, agents, Representatives, successors and assigns (collectively, the “Seller Releasors”), as a condition to receiving a portion of the First Merger Consideration, the Company Merger Consideration or the Incentive Unit Consideration pursuant to this Agreement will, its letter of transmittal or other document acceptable to Purchaser, irrevocably release and forever discharge each of XX Xxxxxxx, Purchaser and its Subsidiaries, and the Company and its Subsidiaries and their respective Affiliates, and their respective directors, officers, employees, agents, Representatives, successors and assigns (collectively, the “Purchaser Releasees”) from any and all claims, actions, causes of actions, liens, counterclaims, liabilities, suits, debts, offsets, setoffs, losses, demands, rights, obligations, damages, costs, attorneys’ fees, loss of service, interest, expenses and compensation, whether known, unknown, fixed or contingent based on acts or omissions occurring on or before the Closing, known or unknown, that Seller Releasors have had in the past, or have now or may have in the future against the Purchaser Releasees arising out of or related to XX Xxxxxxx, the Company, its Subsidiaries or any Seller Releasor’s ownership of Membership Units or capital stock or other equity interests in the XX Xxxxxxx Entities, including claims of negligence, conversion, malfeasance, breach of contract, breach of fiduciary duty, and claims for equitable relief but excluding claims to the extent related to the fraud or willful misconduct on the part of such Purchaser Releasee. Notwithstanding the foregoing, this release shall not be construed to release any claims against the Purchaser Releasees, if any, based on this Agreement, in connection with the release and other covenants transactions contemplated hereby, or in connection with any Seller Releasors’ respective employment relationship with the Purchaser, the Surviving Company or any of their Affiliates.
(c) The releases set forth in this Section 10(b) 7.8 shall be null binding upon and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior shall inure to the Closing by or on behalf of any benefit of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing released parties (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as who shall be required intended third party beneficiaries to be purchased pursuant this release subject to the Forward Purchase Agreement is fully consummated terms herein) and, except as otherwise prohibited, their respective successors and the Closing occurs, the release permitted assigns and other covenants set forth in this Section 10(b) shall not be null and void and terminated or modified in such a manner as to adversely affect any Releasees without the express written consent of such affected Releasee. If any provision herein is contrary to any Law, this Agreement shall continue in force and effect be construed as if there had been no breachmodified to the extent necessary to conform with such Law.
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Releases. a. Upon the Effective Date, in consideration for the mutual promises set forth herein (a) Effective upon including the date hereofreleases granted by the Investors below), the TP Parties on their own behalf VisionChina Me- dia Inc. and on behalf Vision Best Limited, for themselves and each of their current or former predecessorsparents, stockholders, owners, subsidiaries, affiliates, managers, members, partners, successors, representatives, agents, and assigns, hereby release and forever discharge Shareholder Representative Services, LLC, Oak Investment Partners XII, Limited Partnership, Gobi Partners, Inc. n/k/a Gobi Ventures, Inc., Gobi Fund, Inc., Gobi Fund II, L.P., and Xxxxxx Xxx Tei Xxxx, and each of their parents, stockholders, owners, subsidiaries, affiliates, subsidiariesmanagers, parentsmem- bers, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalspartners, officers, directors, employees, successors, representatives, agents, heirs, and assigns (collectively, the “Investor Released Parties”), of and from any and all debts, liens, liabilities, obligations, claims, demands, actions, and causes of action of every kind, nature and description, whether contingent or fixed, in law or in equity, known or un- known, suspected or unsuspected, and whether or not actively concealed by any person, that VisionChina and/or Vision Best has had, may have or now has against any of the In- vestor Released Parties from the beginning of time to the Effective Date, by reason of any matter, course, act or omission whatsoever relating to, arising under, or arising out of the Merger Agreement, Shareholder Agreements, Registration Rights Agreements, or Escrow Agreement, including without limitation any claims that were asserted or that could have been asserted in the 2010 Action or the 2011 Action, except as set forth in paragraph 6(d) below.
b. Upon the Effective Date, in consideration for the mutual promises set forth herein (including the releases granted by Vision China and Vision Best above), each Investor, for itself and each of its parents, stockholders, owners, subsidiaries, affili- ates, managers, members, partners, memberssuccessors, representatives, agents, and assigns, here- by releases and forever discharges VisionChina Media Inc. and Vision Best Limited, and each of their parents, stockholders, owners, subsidiaries, affiliates, managers, shareholdersmembers, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalspartners, officers, directors, employees, ownerssuccessors, partnersrepresentatives, members, managers, shareholders, heirs, servants, attorneysagents, and trusteesassigns (collectively, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter ReleaseesVisionChina Released Parties”), of and from any and all chargesdebts, complaints, claimsliens, liabilities, obligations, promisesclaims, agreements, controversies, damages, civil penalties, unpaid wagesdemands, actions, and causes of actionaction of every kind, suitsna- ture and description, rightswhether contingent or fixed, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverin law or in equity, known or unknown, suspected or unsuspected, anticipated and whether or unanticipatednot actively concealed by any person, xxxxxx or inchoate, which that the Third Point Releasors now haveInvestors, or claim to haveany of them, or which the Third Point Releasors at any time heretofore have had, may have or claimed to now have against any of the Globetrotter Releasees for or VisionChi- na Released Parties from the beginning of time to the Effective Date, by reason of any cause, matter, course, act or thing omission whatsoever from the beginning relating to, arising under, or arising out of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction DocumentsShareholder Agreements, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubtRegistration Rights Agreements, the Third Point Releasors are not hereby releasing or Escrow Agreement, including without limitation any claims that were asserted or that could have been asserted in the 2010 Action or the 2011 Action, except as set forth in paragraph 6(d) below.
c. Upon the Effective Date, in consideration for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant mutual promises set forth herein (including the releases granted by VisionChina and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV IIIVision Best above), L.P.Xxxxxx Xxx Tei Xxxx, Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. for himself and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf each of their current or former predecessors, his successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiariesand assigns, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, releases and forever discharge discharges the TP Parties, as well as all VisionChina Released Parties of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all chargesdebts, complaints, claimsliens, liabilities, obligations, promisesclaims, agreements, controversies, damages, civil penalties, unpaid wagesdemands, actions, and causes of actionaction of eve- ry kind, suitsnature and description, rightswhether contingent or fixed, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoeverin law or in equity, known or unknown, suspected or unsuspected, anticipated and whether or unanticipatednot actively concealed by any person, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore that he has had, may have or claimed now has against any of the VisionChina Released Parties from the beginning of time to have against the Third Point Releasees for or Effective Date, by reason of any cause, matter, course, act or thing omission whatsoever from the beginning relating to, arising under, or arising out of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Merger Agreement, Shareholder Agreements, Registration Rights Agreements, or Escrow Agreement, includ- ing without limitation any claims that were asserted or that could have been asserted in the ECL 2010 Action or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations2011 Action.”
d. For the avoidance of doubt, it is specifically understood and agreed that the Globetrotter Releasors are releases given herein do not hereby releasing release and shall not apply to the Judgment entered in the 2011 Action (the disposition of which is governed by the provisions of paragraph 5, above), to the claims asserted in the Cayman Islands Action seeking to enforce the Judg- ment, or to any claims for matters relating to the enforcement performance of any provision in obligations relating to or aris- ing from this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (iNotes provided pursuant to Paragraph 3(e) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachAgree- ment.
Appears in 1 contract
Samples: Settlement Agreement
Releases. (a) As of the Effective upon the date hereofDate, the TP Parties Plaintiffs, and each of their respective executors, representatives, heirs, successors, bankruptcy trustees, guardians, wards, agents and assigns, and all those who claim through them or who assert claims on their own behalf behalf, shall automatically be deemed to have fully and on behalf irrevocably released and forever discharged BPNA and each of their current or its present and former parents, subsidiaries, divisions, affiliates, predecessors, successors and assigns, and the present and former directors, officers, employees, agents, insurers, shareholders, attorneys, advisors, consultants, representatives, partners, joint venturers, independent contractors, wholesalers, resellers, distributors, retailers, predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with assigns of each of them (the collectively, “Third Point ReleasorsReleased Parties”), for good of and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all chargesclaim, complaintsright, claimsdemand, liabilitiescharge, obligationscomplaint, promisesaction, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes cause of action, suitsobligation, rightsor liability for any type of relief and statutory or punitive damages predicated on any claim and for actual or statutory damages, demandspunitive damages, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) restitution or other monetary relief of any nature whatsoeverand every kind, including, without limitation, those based on any federal, New York, or local law, statute, regulation, or common law, including all claims for declaratory or injunctive relief, whether known or unknown, suspected or unsuspected, anticipated or unanticipatedPlaintiffs ever had, xxxxxx or inchoate, which the Third Point Releasors now havehas, or may have in the future resulting from, arising out of or in any way, directly or indirectly, relating to BPNA or any Released Party. 112. As of the Effective Date, Plaintiffs and all Settlement Class Members (who do not timely opt-out of the Settlement) (collectively, “Releasing Parties”), and each of their respective executors, representatives, heirs, successors, bankruptcy trustees, guardians, wards, agents and assigns, and all those who claim to havethrough them or who assert claims on their behalf, or which the Third Point Releasors at any time heretofore had, or claimed shall automatically be deemed to have against the Globetrotter Releasees for or by reason fully and irrevocably released and forever discharged BPNA and each of any causeits present and former parents, mattersubsidiaries, or thing whatsoever from the beginning of the world through divisions, affiliates, predecessors, successors and including the date hereofassigns, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance present and former directors, officers, employees, agents, insurers, shareholders, attorneys, advisors, consultants, representatives, partners, joint venturers, independent contractors, wholesalers, resellers, distributors, retailers, predecessors, successors, and assigns of doubteach of them (collectively, the Third Point Releasors are not hereby releasing “Released Parties”), of and from any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or claim, right, demand, charge, complaint, action, cause of action, including by way of third-party claim, cross-claimobligation, or counterclaimliability for any type of relief and statutory or punitive damages predicated on any claim and for actual or statutory damages, against any of the Globetrotter Releasees in respect punitive damages, restitution or other monetary relief of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing and every kind, including, without limitation, those based on any classfederal, collective, private attorney generalNew York, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a classlocal law, collectivestatute, private attorney generalregulation, or other representative action in respect of any of the common law, including all claims released in this Section 10(a).
(b) Effective upon the date hereoffor declaratory or injunctive relief, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoateunder the law of any jurisdiction, which the Globetrotter Releasors Settlement Class Representatives or any Settlement Class Member ever had, now havehas, or claim may have in the future resulting from, arising out of or in any way, directly or indirectly, relating to have(a) any claims that were or could have been alleged in the SAC or any prior Complaint filed in this Action related to the imposition or payment of Overdraft Fees; (b) any conduct, policy or which the Globetrotter Releasors at any time heretofore had, or claimed practice prior to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to of Final Approval that was or could have been alleged in the SAC or any rights to require the Third Point Releasees (i) to pay prior Complaint filed in excess of $61,000,000 pursuant this Action related to the Forward Purchase Agreement, the ECL imposition or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations payment of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a)Overdraft Fees; and (iiic) they will not assist any third party in initiating other conduct, policy or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or practice prior to the Closing by or on behalf date of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior Final Approval related to the Closing by imposition or on behalf payment of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachOverdraft Fees.
Appears in 1 contract
Samples: Settlement Agreement
Releases. (a) Effective upon the date hereof3.1 VirnetX, the TP Parties on their own behalf and on behalf of their current or former itself and its predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officersattorneys, directors, shareholders, employees, ownersand officers (collectively with VirnetX, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsVirnetX Releasing Parties”), for good and valuable considerationhereby voluntarily, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally releasefully and forever releases, acquitdischarges, covenants not to xxx, and forever discharge the GB Parties, as well as all of their current or former holds harmless Microsoft and its predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administratorsattorneys, insurers, agents, principalsservants, subcontractors, officers, directors, shareholders, representatives, employees, ownersand Licensees (collectively, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter ReleaseesMicrosoft Released Parties”), ) from and for any and all charges, complaintsrights, claims, debts, liabilities, demands, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts action and expenses (including attorneys’ fees and costs actually incurred) claims for relief of any kind, manner, nature whatsoeverand description, known or unknownunknown (collectively, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate“Claims”), which any of the Third Point Releasors now VirnetX Releasing Parties have, may have had, might have asserted, may now have or claim to haveassert, or which may hereafter have or assert against the Third Point Releasors Microsoft Released Parties, or any of them, arising, accruing or occurring, in whole or in part, at any time heretofore hadprior to the Effective Date, or claimed to have against including, without in any way limiting the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning generality of the world through and including the date hereofforegoing, but only to the extent any claims or causes of action arising from out of or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees facts, transactions, matters or occurrences giving rise to or alleged, or that could have been alleged in respect of or discovered in, the Actions or under any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)Licensed Patents.
(b) Effective upon the date hereof3.2 Microsoft, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former itself and its predecessors, successors, assigns (collectively with Microsoft, the “Microsoft Releasing Parties”), hereby voluntarily, irrevocably and unconditionally fully and forever releases, discharges, covenants not to xxx, and holds harmless VirnetX and its predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administratorsattorneys, insurers, agents, principalsservants, subcontractors, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneysrepresentatives, and trusteesemployees (collectively, the “VirnetX Released Parties”) from and for any and all Claims which any of the Microsoft Releasing Parties have, may have had, might have asserted, or may now have or assert prior to the Effective Date arising out of or related to any of the facts, transactions, matters or occurrences giving rise to or alleged, or that could have been alleged in or discovered in, the Actions as to VirnetX’s assertion of the Patents-in-Suit, except that Microsoft does not release or discharge (or grant a covenant or hold harmless as to) its Claims that the Licensed Patents are invalid, unenforceable, and/or not infringed by Microsoft.
3.3 The VirnetX Releasing Parties and Microsoft Releasing Parties expressly waive any and all statutes, legal doctrines and other similar limitations upon the effect of general releases. By way of example, and without limitation, the foregoing parties waive the benefit of California Civil Code Section 1542, which states 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.” The VirnetX Releasing Parties and Microsoft Releasing Parties, with the advice of their counsel, waive any rights and/or benefits that they, or any of them, might otherwise have under Civil Code Section 1542 and any and all other statutes, legal doctrines and/or principles of similar effect in California, Washington, and any persons other state, federal or entities acting byforeign jurisdiction, through, under, or in concert to the full extent that such rights and benefits may be waived. [***] Indicates portions of this exhibit that have been omitted and filed separately with each of them (the “Globetrotter Releasors”), for good Securities and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 Exchange Commission pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligationsa request for confidential treatment.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Samples: Settlement and License Agreement (VirnetX Holding Corp)
Releases. Except as to the rights, duties, obligations, representations, and warranties created by or contained in this Agreement, and except as otherwise provided expressly herein (a) Effective i.e., the Notis Lenders’ Exclusion and the Goh Exclusion, each as defined forth below), and upon the date hereoffull execution and delivery of this Agreement, each of the Notis Parties, on the one hand, and each of the PCH Parties, on the other hand (collectively, the TP Parties on their own behalf “Notis/PCH Releasing Parties”), hereby release and on behalf forever discharge each other, and each of their current or former respective past, present, and future officers, directors, stockholders, managers, managing agents, owners, members, employees, attorneys, insurers, principals, partners, partnerships, spouses, trusts, trustees, predecessors, successors, agents, heirs, executors, assigns, affiliatesdivisions, subsidiaries, parents, trusteescorporations, heirslimited liability companies, beneficiariesand partnerships, executorsaccountants, administrators, insurersrepresentatives, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assignstransferees, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trusteesrelated entities of any kind, and all persons acting by, through, under, or in concert with any or all of them (the each, such Notis/PCH Releasing Party’s “Globetrotter Releasees”)Respective Affiliates,” which shall not include Mx. Xxx and/or Mystic, LLC, in any capacity of his other than derivatively in his capacity as a minority equity holder of PCH) jointly and severally, of and from any and all charges, complaintsrights, claims, debts, losses, demands, acts, contracts, agreements, liabilities, obligations, promises, agreements, controversies, damages, civil penaltiescosts, unpaid wagesfees (including, without limitation, all attorney, consultant and expert fees and costs), expenses, duties, breaches, actions, lawsuits, allegations, causes of action, suitsand/or suits of every nature, rightscharacter, demandsand description, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected or unsuspected, anticipated disclosed or unanticipatedundisclosed, xxxxxx legal or inchoateequitable, which that the Third Point Releasors now Releasing Parties or their Respective Affiliates, individually or collectively, had or claimed to have, and/or that the Releasing Parties or their Respective Affiliates, individually or collectively, may now, or in the future, have or claim to have, or which the Third Point Releasors at any time heretofore hadagainst each other, their Respective Affiliates, or claimed to have against the Globetrotter Releasees for any of them, that in any way allegedly or by reason of any cause, matteractually arose from, or thing whatsoever from the beginning are related to, directly or indirectly, any and all of the world through Disputes that took place on or before the Effective Date. Such Releases shall include the Notis/PCH Releasing Parties’ respective rights and including obligations, if any, under or in connection with each of the date hereofNotis Financing Documents, but only to the extent arising from or related to PCH SPA, the Merger PCH/Trava MSA, the Pxxxx Employment Agreement, PCH/SDO MSA, the CPF Agreement, the TP Transaction DocumentsPCH B-S Agreement, the Transaction Documents Kxxxxx Employment Agreement, and the PCH/SDO Release and the transactions contemplated therebythereby and thereunder. For Except as to the avoidance of doubtrights, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision duties, obligations, representations, and warranties created by or contained in this Agreement. The Third Point Releasors further covenant , and agree that except as otherwise provided expressly herein (i) they will not xxx or bring any action or cause i.e., the Notis Lenders’ Exclusion and the Goh Exclusion), and upon the full execution and delivery of actionthis Agreement, including by way of third-party claim, cross-claim, or counterclaim, against any each of the Globetrotter Releasees in respect of any Notis Lenders, on the one hand, and each of the claims released in this Section 10(a); PCH Parties, on the other hand (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereofcollectively, the GB Parties and Silver Lake Partners III Cayman (AIV III“Notis Lenders/PCH Releasing Parties”), L.P.hereby release and forever discharge each other, Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf each of their current or former respective past, present, and future officers, directors, stockholders, managers, managing agents, owners, members, employees, attorneys, insurers, principals, partners, partnerships, spouses, trusts, trustees, predecessors, successors, agents, heirs, executors, assigns, affiliatesdivisions, subsidiaries, parents, trusteescorporations, heirslimited liability companies, beneficiariesand partnerships, executorsaccountants, administrators, insurersrepresentatives, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assignstransferees, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trusteesrelated entities of any kind, and all persons acting by, through, under, or in concert with any or all of them (the each, such Notis Lenders/PCH Releasing Party’s “Third Point Releasees”Respective Affiliates,” which shall not include Mx. Xxx and/or Mystic, LLC in any capacity of his other than derivatively in his capacity as a minority equity holder of PCH), jointly and severally, of and from any and all charges, complaintsrights, claims, debts, losses, demands, acts, contracts, agreements, liabilities, obligations, promises, agreements, controversies, damages, civil penaltiescosts, unpaid wagesfees (including, without limitation, all attorney, consultant and expert fees and costs), expenses, duties, breaches, actions, lawsuits, allegations, causes of action, suitsand/or suits of every nature, rightscharacter, demandsand description, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known or unknown, suspected or unsuspected, anticipated disclosed or unanticipatedundisclosed, xxxxxx legal or inchoateequitable, which that the Globetrotter Releasors now Releasing Parties or their Respective Affiliates, individually or collectively, had or claimed to have, and/or that the Releasing Parties or their Respective Affiliates, individually or collectively, may now, or in the future, have or claim to have, or which the Globetrotter Releasors at any time heretofore hadagainst each other, their Respective Affiliates, or claimed any of them, that in any way allegedly or actually arose from, or are related to, directly or indirectly, any and all of the Disputes that took place on or before the Effective Date. Such Releases shall include the Notis Lenders/PCH Releasing Parties’ respective rights and obligations, if any, under or in connection with each of the Notis Financing Documents, the PCH SPA, the PCH/Trava MSA, the Pxxxx Employment Agreement, PCH/SDO MSA, the CPF Agreement, the PCH B-S Agreement, the Kxxxxx Employment Agreement, and the PCH/SDO Release and the transactions contemplated thereby and thereunder. For clarity and, as appropriate, for limitation, the Notis Parties and the Notis Lenders acknowledge and agree that the releases contained herein shall not and shall not be deemed to act as any release by any of the Notis Parties or any of the Notis Lenders of any or all of the respective rights and obligations that any or all of such Parties may have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning other in respect of the world through Notis Financing Documents and including the date hereof relating to transactions contemplated thereby (the “Notis Lenders’ Exclusion”). For additional clarity and, as appropriate, for additional limitation, notwithstanding any rights to require the Third Point Releasees (i) to pay in excess other provision of $61,000,000 pursuant to the Forward Purchase this Agreement, each of the ECL or Parties acknowledges and agrees that the TPB Letter or (ii) releases contained herein shall not and shall not be deemed to perform act as any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including release by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees Parties of any or all claims of any nature that any may have in respect of Mx. Xxx and/or Mystic, LLC in any capacity, other than derivatively in his/its capacity as a minority equity holder of the PCH and does not affect or apply to any other claims released in this Section 10(a); (ii) they will not initiate or participate in bringing rights that Mx. Xxx or pursuing any classMystic, collective, LLC has or other representative action may have against any of other Party, individual and/or entity (the Third Point Releasees in respect of any of the claims released in this Section 10(a“Goh Exclusion”); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.
Appears in 1 contract
Releases. (a) Effective upon as of the date hereofEffective Date, the TP Parties on their own behalf and each Party, on behalf of their current or such Party and all of such Party’s current, former predecessors, successors, assigns, affiliates, subsidiaries, parents, trusteesand future spouses, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneyssuccessors, and trusteesassigns as well as all entities controlled by any such Person (collectively, and any persons or entities acting byas to each Party, through, under, or in concert with each of them (the such Party’s “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, releases and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, waives and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from discharges any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsdemands, causes of action, suits, rightscontroversies, actions, crossclaims, counterclaims, demands, costsdebts, lossespromises, debts agreements, compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, claims for costs and expenses (including attorneys’ fees and costs actually incurred) fees, losses or liabilities of any nature whatsoeverwhatsoever in law and in equity, and any other liabilities, known or unknown, suspected or unsuspectedunsuspected of any nature whatsoever (collectively, anticipated “Claims”) that such Party or unanticipatedany of the other Releasors of such Party ever had, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to havemight have (whether arising under contract, under law or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (itort) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of other Party or any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any classtheir respective current, collectiveformer, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, future affiliates, subsidiaries, parents, related companies, portfolio companies, controlling shareholders, owners, divisions, directors, members, trustees, officers, general partners, limited partners, employees, agents, attorneys, successors, assigns, representatives, insurers, investments, and investment funds (and the other investment vehicles any of the foregoing manage and/or for which they perform services) (collectively, for each releasing Party, such releasing Party’s “Releasees” and each, a “Releasee”), and each Releasee’s respective current, former, and future spouse, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliatesdirectors, members, trustees, controlling shareholders, subsidiaries, parentsgeneral partners, trusteeslimited partners, heirsaffiliates, beneficiariesrelated companies, executorsdivisions, administratorsofficers, employees, agents, insurers, agentsrepresentatives, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, and attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors arising at any time heretofore had, or claimed prior to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof Effective Date, whether such Claims are known to such Party or unknown to such Party, whether such Claims are accrued or contingent, in each case to the extent relating to or arising from any rights to require the Third Point Releasees Released Matters. When used in this Agreement, “Released Matters” means (i) to pay the governance or operation of PubCo and each of its Subsidiaries and any breach of any duty or obligation in excess of $61,000,000 pursuant respect thereof, in each case on or prior to the Forward Purchase Agreement, the ECL or the TPB Letter Effective Date or (ii) any breach or alleged breach of, default under or non-performance under any contract, agreement, understanding, governing document, policy, bylaws or charter that any Party or any Releasor is party to, subject to perform or beneficiary of with respect to PubCo or any obligations pursuant of its Subsidiaries in each case occurring on or prior to the terminated Share Purchase Agreements to which certain Third Point Releasees are partiesEffective Date (including, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For for the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement breach or any claims against FPAC alleged breach of, default under or non-performance arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at on or prior to the Closing date hereof of the Prior IRA, the Executive Committee Charter or any agreement in effect by or on behalf among any or all of the parties hereto (including, for the avoidance of doubt, all exhibits thereto)); provided, however, that the “Released Matters” do not include any such Claim (A) that cannot be waived or released as a matter of law, (B) for or relating to compensation or remuneration of any kind (including with respect to payments, distributions, grants, allocations or other interests in, of the Third Point Releaseesor with respect to carried interest, the release and or benefits (accrued or unaccrued, vested or unvested, or partially accrued or vested), or any other covenants set forth right to receive remuneration, including pursuant to any employment agreements in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at existence on or prior to the Closing by date of this Agreement (provided, however, that the Released Matters include, for each of (x) Ostrover, Lipschultz, Xxxx and Xxxx, any Claim related to the calculation of “base compensation” or on behalf of any of “additional compensation” under their respective employment agreements with respect to periods prior to the Third Point Releasees, which breach is both immaterial date hereof and not willful, if the Forward Closing (as defined in the Forward Purchase Agreementy) with respect to at least $61,000,000 any Principal, expense reimbursements to which such Principal is not entitled in accordance with policies of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to PubCo and its Subsidiaries), (C) for breach, in each case solely after the Forward Purchase Agreement is fully consummated and the Closing occursdate of this Agreement, of this Agreement, the release and other covenants set forth agreements that are Approved Exhibits, or any other agreement being entered into on or about the date hereof or which remains in this Section 10(b) shall not be null and void and shall continue in full force and effect as if there had been no breachafter the date hereof, or (D) for exculpation, indemnification or advancement of expenses or any rights under (1) any directors and officers or other insurance or indemnification policy to which any such Releasee is entitled, including in respect of actions or inactions prior to the Effective Date or (2) any charter, bylaws, shareholder agreement or other constituent or organizational documents of PubCo, its Subsidiaries or any other Person.
Appears in 1 contract
Releases. (a) Effective In consideration of ADA’s promises contained in this Settlement Agreement, effective immediately upon the date hereofPanel’s entry of the Final Damage Award and the Final Running Royalty Award as requested by the Parties, the TP Parties Norit, on their its own behalf and on behalf of their current or former its predecessors, successors, assigns, affiliatesparent entities, subsidiaries, parentsand affiliates, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsand each of its past and present directors, officers, directors, employees, owners, partners, members, managers, shareholders, heirsemployees, servants, agents, trustees, insurers, co-insurers, reinsurers, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them shareholders (the “Third Point Norit Releasors”)) releases, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, waives and forever discharge the GB Partiesdischarges ADA, as well as all of their current or former its predecessors, successors, assigns, affiliatesparent companies, subsidiaries, parentsand affiliates, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsand each of their past and present directors, officers, directors, employees, owners, partners, members, managers, shareholders, heirsemployees (excluding Xxxx Xxxxxxxxxx and Xxxxx Xxxxx), servants, agents, trustees, insurers, co-insurers, reinsurers, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them shareholders (collectively the “Globetrotter ADA Releasees”), ) from any and against all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightsdebts, dues, sums of money, accounts, controversies, agreements, promises, injunctive relief, fees, variances, trespasses, damages, judgments, abstracts of judgments, liens, extents, executions, claims, demands, liabilities, costs, lossesexpenses, debts obligations, contracts, rights to subrogation, rights to contribution, and expenses (including attorneys’ fees and costs actually incurred) remedies of any nature whatsoever, in law, admiralty, or equity, in any kind of forum, whether sounding in contract, tort, or otherwise, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoateunknown (collectively “Claims”), which Claims any or all of the Third Point Norit Releasors ever had, now have, or claim to havehereafter discover they had against any or all of the ADA Releasees, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including until the date hereof, but only to the extent arising from or related to the Merger of this Settlement Agreement, which are or were alleged in the TP Transaction DocumentsTexas Action, the Transaction Documents Arbitration, the New Jersey action, the Environmental Actions, and/or the Netherlands Action or that could have been alleged in those Actions and Arbitration (the “Norit Released Claims”); provided, however, that the Norit Releasors do not release ADA from its obligation to pay the Settlement Payments as outlined in the Final Damage Award and the transactions contemplated therebyForbearance Agreement, and they also do not release ADA from its obligation to pay a running royalty on sales of activated carbon as outlined in the Final Running Royalty Award (as defined above). For Nothing herein shall release or discharge any Claims that any Party may have in the avoidance of doubtfuture for failure to comply with the Final Damage Award, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that Final Running Royalty Award (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claimas defined above), or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)Settlement Agreement.
(b) Effective In consideration of Norit’s promises in this Settlement Agreement and Norit’s promises in Norit’s separate settlement agreement with the AC Joint Venture Entities and ECP, effective immediately upon the date hereofPanel’s entry of the Final Damage Award and the Final Running Royalty Award as requested by the Parties, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd.ADA, on their its own behalf and on behalf of their current or former its predecessors, successors, assigns, affiliatesparent entities, subsidiaries, parentsand affiliates, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsand each of its past and present directors, officers, directors, employees, owners, partners, members, managers, shareholders, heirsemployees, servants, agents, trustees, insurers, co-insurers, reinsurers, attorneys, and trustees, shareholders (collectively and any persons or entities acting by, through, under, or in concert with each of them (individually the “Globetrotter ADA Releasors”)) releases, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquitwaives, and forever discharge the TP Partiesdischarges, as well as all of their current or former Norit and its predecessors, successors, assigns, affiliatesparent companies, subsidiaries, parentsand affiliates, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsand each of its past and present directors, officers, directors, employees, owners, partners, members, managers, shareholders, heirsemployees, servants, agents, trustees, insurers, co-insurers, reinsurers, attorneys, and trusteesshareholders (collectively, and all persons acting by, through, under, or in concert with any of them (the “Third Point Norit Releasees”), ) from any and against all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rightsdebts, dues, sums of money, accounts, controversies, agreements, promises, injunctive relief, fees, variances, trespasses, damages, judgments, abstracts of judgments, liens, extents, executions, claims, demands, liabilities, costs, lossesexpenses, debts obligations, contracts, rights to subrogation, rights to contribution, and expenses (including attorneys’ fees and costs actually incurred) remedies of any nature whatsoever, in law, admiralty, or equity, in any kind of forum, whether sounding in contract, tort, or otherwise, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoateunknown (collectively “Claims”), which Claims any or all of the Globetrotter ADA Releasors ever had, now have, or claim to havehereafter discover they had against any or all of the Norit Releasees, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including until the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase this Settlement Agreement, which are or were alleged in the ECL or Texas Action, the TPB Letter or (ii) to perform any obligations pursuant to Arbitration, the terminated Share Purchase Agreements to which certain Third Point Releasees are partiesNew Jersey action, the Environmental Actions, and/or the Netherlands Action, or relating to that could have been alleged in those Actions and Arbitration (the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(aADA Released Claims”); (ii) they will provided, however, that the ADA/ECP Releasors do not initiate or participate in bringing or pursuing release the Norit Releasees from any class, collective, or other representative action against any of Claims arising from the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing panel’s Final Running Royalty Award (as defined above) entered by the panel. Nothing herein shall release or discharge any Claims that any Party may have in the Forward Purchase Agreement) future for failure to comply with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occursFinal Running Royalty Award, the release and other covenants set forth in Final Damages Award (as defined above), or this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachSettlement Agreement.
Appears in 1 contract
Samples: Settlement Agreement (Ada-Es Inc)
Releases. (a) Effective upon the date Upon this Settlement Agreement becoming final in accordance with paragraph 7 hereof, Plaintiffs and the TP Parties on their own behalf Indirect Purchaser Class, except those who have requested exclusion from the Class and on behalf of their current or former predecessorssuch request has been approved by the Court, successorsshall unconditionally, assignsfully and finally release and forever discharge Defendants, any past, present, and future parents, subsidiaries, divisions, affiliates, subsidiariesjoint ventures, parentsstockholders, officers, directors, management, supervisory boards, insurers, general or limited partners, employees, agents, trustees, associates, attorneys and any of their legal representatives, or any other representatives thereof (and the predecessors, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, successors and trustees, and any persons or entities acting by, through, under, or in concert with assigns of each of them the foregoing) (the “Third Point ReleasorsReleased Parties”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), ) from any and all charges, complaints, manner of claims, liabilitiesrights, debts, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wagesdemands, actions, suits, causes of action, suitsdamages whenever incurred, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) liabilities of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated fixed or unanticipatedcontingent, xxxxxx including costs, expenses, penalties and attorneys’ fees, accrued in whole or inchoatein part, which in law or equity, that Plaintiffs or any member or members of the Third Point Releasors Indirect Purchaser Class (including any of their past, present, or future officers, directors, insurers, general or limited partners, divisions, stockholders, agents, attorneys, employees, legal representatives, trustees, parents, associates, affiliates, joint ventures, subsidiaries, heirs, executors, administrators, predecessors, successors and assigns, acting in their capacity as such) (the “Releasors”), whether or not they object to the Settlement, ever had, now has, or hereafter can, shall or may have, indirectly, representatively, derivatively or in any other capacity, arising out of or relating in any way to any claim under federal or state laws that was alleged or could have been alleged in the Indirect Purchaser Class Action, prior to havethe date of this Settlement, including but not limited to:
(1) the alleged delayed entry of generic Aggrenox;
(2) conduct with respect to the procurement, maintenance and enforcement of United States Patent No. 6,015,577; and
(3) the sale, marketing or which distribution of Aggrenox or generic Aggrenox except as provided for in paragraph 15 herein (the Third Point “Released Claims”). Releasors at hereby covenant and agree that each shall not xxx or otherwise seek to establish or impose liability against any time heretofore hadReleased Party based, in whole or claimed to have against the Globetrotter Releasees for or by reason of in part, on any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated therebyReleased Claims. For the avoidance of doubt, the Third Point Releasors are not hereby releasing release provided herein applies, without limitation, to any claims for conduct relating to the procurement, maintenance or enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of actionUnited States Patent Number 6,015,577, including by way of third-party claimany commencement, cross-claimmaintenance, defense or other participation in litigation concerning any such patent, that was alleged in, could be fairly characterized as being alleged in, is related to an allegation made in, or counterclaim, against any of could have been alleged in the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)Indirect Purchaser Class Action.
(b) Effective upon the date hereofIn addition, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and Plaintiffs on behalf of their current or former predecessorsthemselves and all other Releasors, successorshereby expressly waive, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, release and forever discharge discharge, upon the TP PartiesSettlement becoming final, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all chargesprovisions, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes rights and benefits conferred by §1542 of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoatethe California Civil Code, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.reads:
Appears in 1 contract
Samples: Settlement Agreement
Releases. (a) Effective upon as of the date hereofClosing, the TP Parties on their own behalf Buyer hereby releases and on behalf causes its Affiliates to release each Seller’s respective Affiliates, and each of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, respective officers, directors, employeesmanagers and employees (in their capacity as such and for services provided to Sellers and their Affiliates), ownersdirect or indirect equityholders and non-employee agents and representatives (collectively, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point ReleasorsSeller Released Parties”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), ) from any and all chargesLiabilities, complaintsactions, claimsrights of action, liabilitiescontracts, indebtedness, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsclaims, causes of action, suits, rightsdamages, demands, costs, losses, debts expenses and expenses (including attorneys’ fees whatsoever, of every kind and costs actually incurred) of any nature whatsoevernature, known or unknown, suspected disclosed or unsuspectedundisclosed, anticipated accrued or unanticipatedunaccrued, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors existing at any time heretofore hadtime, in all circumstances arising prior to Closing, that any Buyer or claimed to its Affiliates and all such Persons’ respective successors and assigns, have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, may have against any of the Globetrotter Releasees in respect of Seller Released Parties; provided, that the foregoing shall not release any of the claims released in rights under this Section 10(a); (ii) they will Agreement and other agreements contemplated hereby which expressly survive Closing. Each Seller Released Party that is not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any a Party shall be considered a third party in initiating beneficiary of this Agreement with respect to any rights of indemnity or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a)release provided herein.
(b) Effective upon as of the date hereofClosing, the GB Parties Sellers hereby release Buyer and Silver Lake Partners III Cayman (AIV III)its Affiliates, L.P.equityholders, Silver Lake Technology Investors III Caymandirectors, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principalsmanagers, officers, directors, employees, ownersagents and representatives of Buyer and its Affiliates (collectively, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter ReleasorsBuyer Released Parties”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), ) from any and all chargesLiabilities, complaintsactions, claimsrights of action, liabilitiescontracts, indebtedness, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actionsclaims, causes of action, suits, rightsdamages, demands, costs, losses, debts expenses and expenses (including attorneys’ fees whatsoever, of every kind and costs actually incurred) of any nature whatsoevernature, known or unknown, suspected disclosed or unsuspectedundisclosed, anticipated accrued or unanticipatedunaccrued, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors existing at any time heretofore hadtime, in all circumstances arising prior to Closing, that any Seller or claimed to its respective Affiliates and all such Persons’ respective successors and assigns, have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, may have against any of the Third Point Releasees in respect of Buyer Released Parties; provided, that the foregoing shall not release any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of rights under this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, agreements contemplated hereby which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachexpressly survive Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Constellation Energy Group Inc)
Releases. a. In consideration of the payments and benefits required to be provided to the Executive under the separation agreement between the Employer, QNB Bank (athe “Bank”), and the Executive, dated December, 2009, (the “Separation Agreement”) Effective upon the date hereofand after consultation with counsel, the TP Parties on their own behalf Executive, for himself and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, each of the Executive’s heirs, beneficiaries, executors, administrators, insurersrepresentatives, agents, principalssuccessors and assigns (collectively, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Executive Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally releasereleases and forever discharges the Employer, acquitits subsidiaries, joint ventures and other affiliates, and forever discharge each of its officers, employees, directors, shareholders, and agents (collectively, the GB Parties“Employer Releasees”) from any and all claims (including claims for attorney’s fees), actions, causes of action, rights, judgments, obligations, damages, demands, accountings, or liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any Claims under any Federal, state, local, or foreign law, that the Executive Releasors may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer, or director of the Employer, its subsidiaries, joint ventures and other affiliates, or the termination of the Executive’s service in any and all of such relevant capacities or (ii) any event, condition, circumstance, or obligation that occurred, existed, or arose on or prior to the date hereof; provided, however, that the release set forth in this Section shall not apply to (A) the payment and/or benefit obligations of the Employer or any of its subsidiaries, joint ventures, and other affiliates, (collectively, the “Employer Group”) under the Separation Agreement, (B) any Claims the Executive may have under any plans or programs not covered by the Separation Agreement in which the Executive participated and under which the Executive has accrued and become entitled to a benefit, including, but not limited to, certain pension and life insurance benefits, (C) any indemnification or other rights the Executive may have in accordance with the governing instruments of any member of the Employer Group or under any director and officer liability insurance maintained by the Employer or any such group member with respect to liabilities arising as a result of the Executive’s service as an officer and employee of any member of the Employer Group or any predecessor thereof, (D) the Employee’s right to receive unemployment compensation which the Company acknowledges it has not and will not contest, (E) the Employee’s rights to any of his checking or savings accounts with the Company, and (F) any rights which are not waivable by law. Except as provided in the immediately preceding sentence, the Executive Releasors further agree that the payments and benefits as required by the Separation Agreement shall be in full satisfaction of any and all Claims for payments or benefits, whether express or implied, that the Executive Releasors may have against the Employer or any member of the Employer Group arising out of the Executive’s employment relationship and the Executive’s service as an employee, officer or director of the Employer or a member of the Employer Group or the termination thereof, as well applicable. Anything to the contrary notwithstanding in this Release Agreement, nothing herein shall release the Employer Releasees from any claims or damages based on (i) any Claims that arise after the date of this Release Agreement, or (ii) any right the Executive may have to obtain contribution as all permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Employer and the Executive are jointly liable.
b. In consideration of the general release and other covenants of the Executive herein, and after consultation with counsel, the Employer for itself and on behalf of each of its majority owned subsidiaries and affiliated companies and each of their current or former predecessorsofficers, successorsemployees, assignsdirectors, affiliatesshareholders, subsidiariesand agents (collectively, parentsthe “Employer Releasors”), trustees, hereby irrevocably and unconditionally releases and forever discharges the Executive and each of the Executive’s heirs, beneficiaries, executors, administrators, insurersrepresentatives, agents, principalssuccessors and assigns (collectively, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Executive Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses known Claims (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from of such known Claims) that the Employer Releasors had, may have had or related to now has against the Merger AgreementExecutive Releasees, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any as of the Globetrotter Releasees in respect date of any this Release Agreement by the Employer, arising out of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations Executive’s employment relationship, or the termination of past wrongdoing referenced that relationship, with the Employer Group, including, but not limited to, any Claim arising under any Federal, state, local, or foreign law. Anything to the contrary notwithstanding in this Release Agreement, nothing herein shall release the August 7, 2020 letter Executive Releasees from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they damages based on (i) will not xxx any Claims (or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any further Claims) unknown to the Employer Releasors as of the Third Point Releasees in respect date of any of the claims released in this Section 10(a); Release Agreement, (ii) they will not initiate or participate in bringing or pursuing any class, collectiveClaims that arise after the date of this Release Agreement, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of right the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior Employer may have to the Closing obtain contribution as permitted by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, law in the event of any breach entry of this Agreement at or prior to judgment against the Closing by or on behalf Employer as a result of any of act or failure to act for which the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated Executive and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachEmployer are jointly liable.
Appears in 1 contract
Samples: Separation Agreement (QNB Corp)
Releases. (a) Effective upon as of the date hereofClosing, Seller and, to the TP Parties on their own behalf extent Seller has the authority to bind such Person, each of its past and on behalf of their current or former predecessorspresent stockholders, officers, directors, attorneys, successors, assigns, affiliatesemployees, agents, servants, parent companies, subsidiaries, parentsaffiliates, trusteesrelated corporations, heirspartners, beneficiariesrepresentatives, executors, administratorspredecessors, insurers, agentsindemnitors, principalsand creditors, hereby release, covenant not to xxx, acquit and forever discharge Purchaser and its Affiliates including all Foreign Entities and each of their respective stockholders, officers, directors, attorneys, successors, assigns, employees, owners, partners, members, managers, shareholders, heirsagents, servants, attorneys, and trusteesparent companies, subsidiaries, Affiliates related corporations, partners, representatives, predecessors, insurers, indemnitors, and any persons or entities acting by, through, under, or in concert with each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, under or in concert with any of them (the “Globetrotter Releasees”)them, from any and all chargesclaims arising prior to the Closing; provided, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) however that this release shall not include a release of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in rights under this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon as of the date hereofClosing, Purchaser and, to the GB Parties extent Purchaser has the authority to bind such Person, and Silver Lake Partners III Cayman (AIV III)each of its past and present stockholders, L.P.officers, Silver Lake Technology Investors III Caymandirectors, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessorsattorneys, successors, assigns, affiliatesemployees, agents, servants, parent companies, subsidiaries, parentsaffiliates, trusteesrelated corporations, heirspartners, beneficiariesrepresentatives, executors, administratorspredecessors, insurers, agentsindemnitors, principalsand creditors, hereby release, covenant not to xxx, acquit and forever discharge Seller and its Affiliates and each of their respective stockholders, officers, directors, attorneys, successors, assigns, employees, owners, partners, members, managers, shareholders, heirsagents, servants, attorneys, and trusteesparent companies, subsidiaries, affiliates, related corporations, partners, representatives, predecessors, insurers, indemnitors, and any persons or entities and all Persons acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, under or in concert with any of them (the “Third Point Releasees”)them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant to the Forward Purchase Agreement, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf Closing; provided, however that this release shall not include a release of any of rights under this Agreement. (signatures follow on the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach.next page)
Appears in 1 contract
Releases. 5.1 Subject to the provisions of Section 1.2, Plaintiff, on the one hand, and Defendants, on the other hand (a) Effective upon each a “Releasing Party”), each hereby releases, acquits and forever discharges the date hereofother, and the TP Parties on other’s current and former employees, directors, officers, shareholders, representatives, agents, attorneys, customers, licensees, distributors, resellers, dealers, suppliers, OEMs, insurers, and any corporations, partnerships or other entities with which they are or have been affiliated and their own behalf respective current and on behalf of former employees, directors, officers, shareholders, representatives, agents, attorneys, and insurers, and their current or former predecessors, respective successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them heirs (collectively “the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Released Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”), from any and all chargessums of money, complaintsaccounts, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, damages and causes of actionaction whatsoever, suitsof whatever kind or nature, rightswhether known or unknown, demandssuspected or unsuspected, costswhich it now owns, lossesholds, debts has, or claims to have or at any time heretofore owned, held, had, or claimed to have (the “Released Claims”).
5.2 Each Releasing Party represents and warrants that no claim that it has or might have against any of the Released Parties, nor any portion of any such claim to which it may be entitled, has been assigned or transferred to any other person, firm or corporation in any manner, including by way subrogation or operation of law or otherwise. In the event that any claim, demand, or suit should be made or instituted against any of the Released Parties because of any purported assignment, subrogation, or transfer, the Releasing Party of such a claim agrees to indemnify and hold harmless the Released Parties against the claim, suit or demand, and to pay and satisfy any such claim, suit or demand, including necessary expenses (including of investigation, attorneys’ fees and costs actually incurred) costs.
5.3 The Releasing Parties acknowledge that the consideration exchanged in this Agreement is intended to and will release and discharge any claim by them, or any of them, including with regard to any unknown or future damages, loss, or injury related to the Released Claims, and that they, and each of them, do hereby waive any rights under California Civil Code § 1542 (or similar law of any nature whatsoeverother state or jurisdiction), which reads as follows: The Releasing Parties acknowledge, warrant, and represent that they are familiar with § 1542 of the California Civil Code (or similar law of any other state or jurisdiction) and that the effect and import of that provision has been fully explained to them by their respective counsel. The Releasing Parties acknowledge that there is a risk that after the execution of this Agreement, one or more of the Releasing Parties will incur or suffer losses, damages, or injuries related to the Released Claims that are unknown and unanticipated when this Agreement is signed. The Releasing Parties, and each of them, hereby assume the above-mentioned risks and understand that this Agreement shall apply to all unknown or unanticipated claims, losses, damages, or injuries relating to the Released Claims, as well as those known and anticipated, and upon advice of legal counsel, the Releasing Parties, and each of them, do hereby waive any and all rights under § 1542. The Releasing Parties acknowledge that they fully understand that they may hereafter discover facts in addition to or different from those that they now know or believe to be true with respect to the Released Claims, but that it is their intention hereby to fully, finally and forever release all claims, obligations and matters released herein, known or unknown, suspected or unsuspected, anticipated which do exist, may exist in the future or unanticipatedheretofore have existed between the Releasing Parties and the Released Parties relating to the Released Claims, xxxxxx and that in furtherance of such intention, the releases given herein shall be and remain in effect as full and complete releases of claims relating to the Released Claims, notwithstanding the discovery or inchoateexistence of any such additional or different facts.
5.4 The foregoing releases do not apply to the Parties’ obligations under this Agreement, which are intended to survive the Third Point Releasors now have, or claim to have, or which the Third Point Releasors at any time heretofore had, or claimed to have against the Globetrotter Releasees for or by reason execution of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof, but only to the extent arising from or related to the Merger Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon the date hereof, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and any persons or entities acting by, through, under, or in concert with each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, anticipated or unanticipated, xxxxxx or inchoate, which the Globetrotter Releasors now have, or claim to have, or which the Globetrotter Releasors at any time heretofore had, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world through and including the date hereof relating to any rights to require the Third Point Releasees (i) to pay in excess of $61,000,000 pursuant Notwithstanding anything to the Forward Purchase Agreementcontrary herein, the ECL or the TPB Letter or (ii) to perform any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are parties, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any Party may pursue claims for the enforcement of any provision in this Agreement or any claims against FPAC arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to by a breaching Party under the Closing by or on behalf provisions of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breach10.11.
Appears in 1 contract
Releases. (a) Effective upon the date hereofThe Company hereby releases, the TP Parties on their own behalf waives, relinquishes, renounces and on behalf of their current or former predecessorsforever discharges Intercoastal, successorstogether with its stockholders, assignssubsidiaries, affiliates, subsidiariessuccessors and assigns, parentsas well as its and their respective present and former directors, trusteesofficers, heirs, beneficiaries, executors, administrators, insurersemployees, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, attorneys and trustees, other representatives acting on their behalf and any persons or entities acting by, through, under, or in concert with the successors and assigns of each of them (the “Third Point Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the GB Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Globetrotter Releasees”each an "Intercoastal Released Party"), from any and all charges, complaints, claims, suits, debts, liens, liabilities, losses, causes of action, rights, damage, demands, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts costs and expenses (including including, without limitation, attorneys’ ' fees and costs actually incurredexpenses) of any every kind, nature whatsoeverand description, in law or in equity, whether known or unknown, suspected or unsuspectedknown in the future, anticipated fixed or unanticipatedcontingent, xxxxxx billed or inchoateunbilled, which the Third Point Releasors now havesuspected, disclosed or claim to haveundisclosed, claimed or which the Third Point Releasors at any time heretofore hadconcealed, or claimed to have against the Globetrotter Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world time through and including the date hereofof this Agreement, but only which the Company could assert against any Intercoastal Released Party relating to or arising out of the failure of the Purchasers to purchase the remaining $3,490,000 of Preferred Stock and Warrants pursuant to the extent arising from or related to the Merger Purchase Agreement, the TP Transaction Documents, the Transaction Documents and the transactions contemplated thereby. For the avoidance of doubt, the Third Point Releasors are not hereby releasing any claims for the enforcement of any provision in this Agreement. The Third Point Releasors further covenant and agree that (i) they will not xxx or bring any action or cause of action, including by way of third-party claim, cross-claim, or counterclaim, against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, private attorney general, or other representative action against any of the Globetrotter Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, private attorney general, or other representative action in respect of any of the claims released in this Section 10(a).
(b) Effective upon Intercoastal hereby releases, waives, relinquishes, renounces and forever discharges the date hereofCompany, the GB Parties and Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., SL / PG Global Blue Co-Invest, L.P., Silver Lake Technology Associates III Cayman, L.P. and Silver Lake (Offshore) AIV GP III, Ltd., on their own behalf and on behalf of their current or former predecessors, successors, assignstogether with its respective subsidiaries, affiliates, subsidiariessuccessors and assigns, parentsas well as their respective present and former directors, trusteesofficers, heirs, beneficiaries, executors, administrators, insurersemployees, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, attorneys and trustees, other representatives acting on their behalf and any persons or entities acting by, through, under, or in concert with the successors and assigns of each of them (the “Globetrotter Releasors”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby irrevocably and unconditionally release, acquit, and forever discharge the TP Parties, as well as all of their current or former predecessors, successors, assigns, affiliates, subsidiaries, parents, trustees, heirs, beneficiaries, executors, administrators, insurers, agents, principals, officers, directors, employees, owners, partners, members, managers, shareholders, heirs, servants, attorneys, and trustees, and all persons acting by, through, under, or in concert with any of them (the “Third Point Releasees”each a "Company Released Party"), from any and all charges, complaints, claims, suits, debts, liens, liabilities, losses, causes of action, rights, damage, demands, obligations, promises, agreements, controversies, damages, civil penalties, unpaid wages, actions, causes of action, suits, rights, demands, costs, losses, debts costs and expenses (including including, without limitation, attorneys’ ' fees and costs actually incurredexpenses) of any every kind, nature whatsoeverand description, in law or in equity, whether known or unknown, suspected or unsuspectedknown in the future, anticipated fixed or unanticipatedcontingent, xxxxxx billed or inchoateunbilled, which the Globetrotter Releasors now havesuspected, disclosed or claim to haveundisclosed, claimed or which the Globetrotter Releasors at any time heretofore hadconcealed, or claimed to have against the Third Point Releasees for or by reason of any cause, matter, or thing whatsoever from the beginning of the world time through and including the date hereof of this Agreement, which the Intercoastal could assert against any Company Released Party relating to any rights or arising out of the failure of the Company to require issue shares of Common Stock to Intercoastal as payment of fees relating to the Third Point Releasees (i) to pay in excess remaining $3,490,000 of $61,000,000 Preferred Stock and Warrants pursuant to the Forward Purchase Agreement.
(c) If the Company brings any claim, the ECL suit, action or the TPB Letter other proceeding against any Intercoastal Released Party in any administrative proceeding, in arbitration, at law, in equity or (ii) to perform mixed, in any obligations pursuant to the terminated Share Purchase Agreements to which certain Third Point Releasees are partiesway connected with, or relating to the allegations of past wrongdoing referenced in the August 7, 2020 letter from Xxxxxxxx & Xxxxxxxx LLP “Re: Assurance of GB Transaction Backstop and Other Obligations.” For the avoidance of doubt, the Globetrotter Releasors are not hereby releasing any claims for the enforcement or arising out of any provision right, matter or thing which is released hereby, then the Company agrees to jointly and severally indemnify and hold harmless such Intercoastal Released Party in this Agreement amount of any final monetary judgment or settlement and any claims against FPAC related costs (including, without limitation, its reasonable attorneys' fees and expenses) entered against, paid or incurred by the Intercoastal Released Party arising under the Merger Agreement or any other Transaction Document. The Globetrotter Releasors further covenant and agree that they (i) will not xxx or bring any from such claim, suit, action or cause of action, including by way of third-party proceeding.
(d) If Intercoastal brings any claim, cross-suit, action or other proceeding against any Company Released Party in any administrative proceeding, in arbitration, at law, in equity or mixed, in any way connected with, relating to or arising out of any right, matter or thing which is released hereby, then Intercoastal agree to jointly and severally indemnify and hold harmless such Company Released Party in amount of any final monetary judgment or settlement and any related costs (including, without limitation, its reasonable attorneys' fees and expenses) entered against, paid or incurred by the Company Released Party arising from such claim, suit, action or counterclaim, against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); (ii) they will not initiate or participate in bringing or pursuing any class, collective, or other representative action against any of the Third Point Releasees in respect of any of the claims released in this Section 10(a); and (iii) they will not assist any third party in initiating or pursuing a class, collective, or other representative action in respect of any of the claims released in this Section 10(a). In the event of a breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, the release and other covenants set forth in this Section 10(b) shall be null and void. Notwithstanding the previous sentence, in the event of any breach of this Agreement at or prior to the Closing by or on behalf of any of the Third Point Releasees, which breach is both immaterial and not willful, if the Forward Closing (as defined in the Forward Purchase Agreement) with respect to at least $61,000,000 of Forward Purchase Shares or such lesser amount as shall be required to be purchased pursuant to the Forward Purchase Agreement is fully consummated and the Closing occurs, the release and other covenants set forth in this Section 10(b) shall not be null and void and shall continue in force and effect as if there had been no breachproceeding.
Appears in 1 contract
Samples: Waiver and Release Agreement (Virtual Communities Inc/De/)