Resignations; Releases. Each of the Persons identified as officers of the Companies on Schedule 4.8 shall tender to Xxxxx Petroleum prior to the Closing Date written resignations from such positions and their employment with the Companies as of the Closing Date, together with a release of all claims against the Companies and the Purchaser in a form reasonably satisfactory to Purchaser. In addition, the Sellers and the Companies shall use reasonable best efforts to obtain from the Persons identified as employees of the Companies on Schedule 4.8 prior to the Closing Date written resignations of their employment with the Companies as of the Closing Date, together with a release of all claims against the Companies and the Purchaser in a form reasonably satisfactory to Purchaser. Sellers acknowledge that certain of their Affiliates intend to employ the Persons identified on Schedule 4.8 and, in connection with their employment by one or more of such Affiliates, to offer such Persons a bonus arrangement substantially similar to the Cash Bonus described in Section 2.3. In the event that a Person identified on Schedule 4.8 refuses to execute and deliver to Xxxxx Petroleum the release contemplated by this Section 4.8, Sellers agree not to offer such bonus arrangement to such Persons. Sellers and the Companies also agree to use reasonable best efforts to obtain (i) from each of the employees who is intended to receive a Cash Bonus, an executed and delivered Employee Letter Agreement prior to the Closing Date and (ii) from each of the independent contractors identified in the Compensation Letter, an executed and delivered release contemplated by Section 2.3 prior to the Closing Date. It is the intention of the parties that the resignation of the employees pursuant to Section 4.8 will not adversely affect such employees with regard to obtaining the benefits of vesting in Plans (including permitted actions under Section 4.1(b)) that would have occurred if such employees had remained employed by the Companies immediately after Closing, and the parties agree to take such actions as are reasonably necessary to cause such vesting to occur.
Resignations; Releases. Each of the Persons identified as officers of the Companies on Schedule 4.8 shall tender to the Companies prior to the Closing Date written resignations from such positions with the Companies as of the Closing Date, together with a release of all claims against the Companies and Sellers. Each employee who has a Participation Agreement with any Company will agree to terminate that Participation Agreement at no cost to the Company. A list of the Participation Agreements to be terminated is attached as Schedule 4.8(a).
Resignations; Releases. Buyer shall have received a written instrument signed by each of the officers and directors of each Company resigning as such from each such Company effective as of the Closing Date. Buyer also shall have received a written release of each Company from Sellers, which release shall be in form and substance reasonably satisfactory to Buyer.
Resignations; Releases. Each of the officers and directors of the Company and each trustee and/or administrator under any Plan or Benefit Arrangement of the Company shall have submitted his, her or its unqualified written resignation, dated as of the Closing Date, from all such positions held with the Company (and, at the request of Purchaser, from positions as an employee of the Company) and as a trustee and/or administrator for each such Plan or Benefit Arrangement (which resignation shall include a release, in form and substance reasonably acceptable to Purchaser, pursuant to which the Company will be released from any and all liabilities, claims and actions effective as of the Closing Date).
Resignations; Releases. Buyer shall have received (i) the resignations, effective contemporaneously with the Closing, of each director and officer of the Company in a form satisfactory to Buyer; and (ii) written releases from Seller, the Shareholders and all of the former employees of the Company in substantially the form attached hereto as Exhibit G.
Resignations; Releases. Purchaser shall have received: (i) a resignation letter of each officer of the Corporation designated by Purchaser, each member of the Board of Directors of Corporation and each Xxxxxxxxxx family member designated by Purchaser, effective in each case on the Closing Date; (ii) a waiver and release of all claims in the form of Exhibit H, duly executed and delivered by each Shareholder; and, (iii) , a resignation and waiver and release of all claims in the form of Exhibit J, duly executed and delivered by Xxxx Xxxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxxxxxxx and Xxxxxxx Xxxxxxxxxx.
Resignations; Releases. Sellers shall deliver to Buyer written resignations, effective as of the Closing Date, of the officers and directors of each of JPTC and JPTCCM requested by Buyer at least two Business Days prior to the Closing. Each Seller, each person who is an officer or director of any Company as of the date of this Agreement and each other person who becomes an officer or director of any Company prior to the Closing shall execute and cause to be delivered to Buyer a release in form and substance satisfactory to Buyer (the “Release”) at the Closing in accordance with Section 7.2(m).
Resignations; Releases. The Buyer Parties shall have received a written instrument signed by each of the managing members, managers, directors and officers, as applicable, of the Company resigning as such from the Company effective as of the Closing Date. The Buyer Parties also shall have received a written release of the Buyer Parties and the Company from each Seller, which release shall be in form and substance reasonably satisfactory to Parent.
Resignations; Releases. The Sellers will deliver at each Closing the resignation, effective as of such Closing, of all of the directors, managers, general partners and officers of the Targets and their respective Subsidiaries (other than any manager or general partner that is itself a Target or a Subsidiary) subject to a Securities Transfer at such Closing. The Buyer, Targets and Subsidiaries will provide to each such director, manager, general partner and officer, in a form reasonably acceptable to the Buyer, a release from any and all claims not amounting to fraud the Targets and Subsidiaries may have against such director, manager, general partner and officer, in such capacity, provided, that such release shall in no way limit the Buyer’s ability to seek indemnification from any Seller in accordance with Article IX of this Agreement.
Resignations; Releases. All officers and directors of the Company ---------------------- and the Subsidiaries from whom resignations have been requested by MAPICS shall have submitted resignations from applicable boards of directors and offices. Each of such Persons shall also have executed and delivered a Release substantially in the form of Exhibit 10.12, attached hereto and made a part ------------- hereof.
