Common use of Resignations and Release Clause in Contracts

Resignations and Release. All officers, directors and managers shall have tendered their resignation as a director, officer or manager of ZoneCare. As part thereof, except for claims related to the terms and conditions of this Agreement including, without limitation, any claims made pursuant to Article 7 herein, all of the Sellers and Xxxxxxxx XxXxxxxxxx, Xxxxxx XxXxxxxxxx and Xxxx Xxxxx (“Select Officers”) hereby agree to individually release Zonecare from all actions and demands, suits, claims, accounts, covenants, contracts, agreements, promises, torts, damages, judgments, executions, debts, dues, sums of money, reckonings, bonds, bills, specialties, controversies, variances, trespasses, liabilities and demands whatsoever, known and unknown, matured and unmatured, in law or in equity, or both against Zonecare which Sellers and Select Officers had, now have or hereinafter can, shall, or may have, against Zonecare from the beginning of the world to the Closing Date whether contingent known or unknown including, without limitation, any liability relating to their roles, where applicable, as officers, directors and managers of Zonecare. In addition to the foregoing, except for claims related to the terms and conditions of this Agreement including, without limitation, any claims made pursuant to Article 7 herein, as of the Closing Date, Zonecare agrees to release each of the Sellers and the Select Officers from all actions and demands, suits, claims, accounts, covenants, contracts, agreements, promises, torts, damages, judgments, executions, debts, dues, sums of money, reckonings, bonds, bills, specialties, controversies, variances, trespasses, liabilities and demands whatsoever, known and unknown, matured and unmatured, in law or in equity, or both against Sellers and the Select Officers which Zonecare had, now has or hereinafter can, shall, or may have, against Sellers and the Select Officers from the beginning of the world to the Closing Date whether contingent known or unknown including, without limitation, any liability relating to their roles, where applicable, as officers, directors and managers of Zonecare. This Section 5.9 shall survive the termination or expiration of the Agreement. Any claims related to this Section 5.9 shall be limited to the Cap Amount (defined in Section 7.5 of this Agreement) and the aforementioned parties shall only be entitled to seek a remedy for a claim solely against the actual Escrow Amount (defined herein).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (MSC-Medical Services CO)

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Resignations and Release. All officers, directors and managers shall have tendered their resignation as a director, officer or manager of ZoneCareSpeedy. As part thereof, except for claims related to the terms and conditions of this Agreement including, without limitation, any claims made pursuant to Article 7 herein, all of the Sellers and Xxxxxxxx XxXxxxxxxx, Xxxxxx XxXxxxxxxx XxXxxxxxxx, Xxxx Xxxxxx and Xxxx Xxxxx (“Select Officers”) hereby agree to individually release Zonecare Speedy from all actions and demands, suits, claims, accounts, covenants, contracts, agreements, promises, torts, damages, judgments, executions, debts, dues, sums of money, reckonings, bonds, bills, specialties, controversies, variances, trespasses, liabilities and demands whatsoever, known and unknown, matured and unmatured, in law or in equity, or both against Zonecare Speedy which Sellers and Select Officers hadhave, now have or hereinafter can, shall, or may have, against Zonecare Speedy from the beginning of the world to the Closing Date whether contingent known or unknown including, without limitation, any liability relating to their roles, where applicable, as officers, directors and managers of ZonecareSpeedy. In addition to the foregoing, except for claims related to the terms and conditions of this Agreement including, without limitation, any claims made pursuant to Article 7 herein, as of the Closing Date, Zonecare Speedy agrees to release each of the Sellers and the Select Officers from all actions and demands, suits, claims, accounts, covenants, contracts, agreements, promises, torts, damages, judgments, executions, debts, dues, sums of money, reckonings, bonds, bills, specialties, controversies, variances, trespasses, liabilities and demands whatsoever, known and unknown, matured and unmatured, in law or in equity, or both against Sellers and the Select Officers which Zonecare Speedy had, now has or hereinafter can, shall, or may have, against Sellers and the Select Officers from the beginning of the world to the Closing Date whether contingent known or unknown including, without limitation, any liability relating to their roles, where applicable, as officers, directors and managers of ZonecareSpeedy. This Section 5.9 shall survive the termination or expiration of the Agreement. Any claims related to this Section 5.9 shall be limited to the Cap Amount (defined in Section 7.5 of this Agreement) and the aforementioned parties shall only be entitled to seek a remedy for a claim solely against the actual Escrow Amount (defined herein).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (MSC-Medical Services CO)

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Resignations and Release. All officers, directors and managers shall have tendered their resignation as a director, officer or manager of ZoneCareRedEarth. As part thereof, except for claims related to the terms and conditions of this Agreement including, without limitation, any claims made pursuant to Article 7 herein, all of the Sellers and Xxxxxxxx XxXxxxxxxx, Xxxxxx XxXxxxxxxx and Xxxx Xxxxx Xxxxxxxxx (“Select Officers”) hereby agree to individually release Zonecare RedEarth from all actions and demands, suits, claims, accounts, covenants, contracts, agreements, promises, torts, damages, judgments, executions, debts, dues, sums of money, reckonings, bonds, bills, specialties, controversies, variances, trespasses, liabilities and demands whatsoever, known and unknown, matured and unmatured, in law or in equity, or both against Zonecare RedEarth which Sellers and Select Officers had, now have or hereinafter can, shall, or may have, against Zonecare RedEarth from the beginning of the world to the Closing Date whether contingent known or unknown including, without limitation, any liability relating to their roles, where applicable, as officers, directors and managers of ZonecareRedEarth. In addition to the foregoing, except for claims related to the terms and conditions of this Agreement including, without limitation, any claims made pursuant to Article 7 herein, as of the Closing Date, Zonecare RedEarth agrees to release each of the Sellers and the Select Officers from all actions and demands, suits, claims, accounts, covenants, contracts, agreements, promises, torts, damages, judgments, executions, debts, dues, sums of money, reckonings, bonds, bills, specialties, controversies, variances, trespasses, liabilities and demands whatsoever, known and unknown, matured and unmatured, in law or in equity, or both against Sellers and the Select Officers which Zonecare RedEarth had, now has or hereinafter can, shall, or may have, against Sellers and the Select Officers from the beginning of the world to the Closing Date whether contingent known or unknown including, without limitation, any liability relating to their roles, where applicable, as officers, directors and managers of ZonecareRedEarth. This Section 5.9 5.8 shall survive the termination or expiration of the Agreement. Any claims related to this Section 5.9 shall be limited to the Cap Amount (defined in Section 7.5 of this Agreement) 5.8 and the aforementioned parties shall only be entitled to seek a remedy for a claim solely against the actual Escrow Amount Payment and MJ Shares (as defined herein).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (MJ Holdings, Inc.)

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