Shareholder Release. Each Shareholder, on its own behalf and on behalf of each of its Affiliates (other than the Company or any of the Company’s Subsidiaries) and each of its and their successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the First Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Company, SPAC, their respective Subsidiaries and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (x) any and all obligations or duties the Company, SPAC or any of their respective Subsidiaries has prior to or as of the First Effective Time to such Shareholder Releasor or (y) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the First Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the First Effective Time (except in the event of fraud on the part of a Shareholder Releasee); provided, however, that nothing contained in this Section 5.1(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Merger Agreement, the other Transaction Documents or the Company’s Organizational Documents, (ii) for indemnification or contribution, in any Shareholder Releasor’s capacity as an officer or director of the Company, (iii) arising under any then-existing insurance policy of the Company, or (iv) for any claim for fraud.
Shareholder Release. Effective as of the Closing, each Shareholder does, for itself and its heirs, beneficiaries, successors and assigns, if any, release and absolutely forever discharge the Company, its Subsidiaries and their respective officers, directors, employees, representatives and agents from and against all Released Matters. It is the intention of each Shareholder with respect to the release contained in this Section 6.5 and in giving and receiving the consideration called for herein, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters. Each Shareholder shall not, and shall cause its controlled Affiliates not to, directly or indirectly commence, maintain, initiate, prosecute, join in, or in any manner seek relief through, or cause, encourage, assist, volunteer, advise or cooperate with any other Person to commence, maintain, initiate, prosecute, join in, or in any manner seek relief through, any Action with respect to the Released Matters. For purposes hereof, “Released Matters” means any and all claims, demands, damages, debts, Liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that a Shareholder or any of such Shareholder’s Affiliates (other than the Company) now has, or at any time previously had, or shall or may have until the Closing Date, as a result of such Shareholder’s capacity as a holder of the corporate capital or other securities of the Company or any of its Subsidiaries and arising by virtue of, or in any manner related to any actions or inactions with respect to, the Company or any of its Subsidiaries or the business or affairs thereof on or before the Closing Date, including in connection with any sale or issuance of corporate capital of the Company or any Subsidiary thereof or any promissory note or other security of the Company or any Subsidiary thereof to any Shareholder or such Shareholder’s Affiliate, the conversion of any such promissory note, the granting or exercise of any option to purchase any shares of corporate capital of the Company or any Subsidiary thereof and any shareholders agreement to which any of the Shareholder and the Company or any Subsidiary thereof are parties; provided, however, that Released Matters shall not include any such claims (i) arising under any Transaction Documents or with re...
Shareholder Release. Seller shall have executed and delivered to Buyer immediately prior to the Closing Date an instrument dated the Closing Date releasing the Company from any and all claims of the Seller against the Company and obligations of the Company to the Seller, except for items specifically identified thereon as being claims of or obligations to the Seller and continuing obligations to Seller relating to his employment by the Company.
Shareholder Release. The Shareholder, effective at the Closing, hereby releases and discharges Seller from and against any and all claims, demands and liabilities which the Shareholder may have against Seller immediately prior to the Closing, and the Shareholder specifically agrees to indemnify, defend and hold Seller and Bridgeline harmless against any and all obligations, debts, bills, liabilities, causes of action and claims of every nature of the Shareholder against Seller which accrue or have arisen prior to the Closing.
Shareholder Release. Shareholder shall execute and deliver to Purchaser a general release releasing any and all claims for compensation or otherwise as directors, officers, employees and shareholders in the form attached hereto as Exhibit "C".
Shareholder Release. In consideration of certain benefits that each of the Sellers will realize, directly or indirectly, as a result of this Agreement and the transactions contemplated thereby, following Closing the Sellers each do hereby release and forever discharge EOIR from all debts (except those arising under the Buyer Notes), demands, actions, causes of action, suits, dues, royalties, sums of money, accounts, reckonings, bonds, specialties, covenants, contracts, and liabilities and any and all other claims of every kind, nature and description whatsoever, at law, in equity or otherwise, which each of the Sellers or their successors or legal representatives now has or ever had from the beginning of the world to Closing. Each Seller also waives any right of contribution or other recourse against the EOIR with respect to representations, warranties or covenants made by EOIR pursuant to this Agreement.
Shareholder Release. Each Company Shareholder, on its own behalf and on behalf of each of its Affiliates (other than the Company or any of its Subsidiaries) and each of its and their successors, assigns and executors (each, a “Shareholder Releasor”), effective as at the Second Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge PubCo, the Company, SPAC and their respective Subsidiaries and its and their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Shareholder Releasee”), from (i) any and all obligations or duties PubCo, the Company, SPAC or any of their respective Subsidiaries has prior to or as of the Second Merger Effective Time to such Shareholder Releasor or (ii) all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Shareholder Releasor has prior to or as of the Second Merger Effective Time, against any Shareholder Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Second Merger Effective Time (except in the event of fraud on the part of a Shareholder Releasee); provided, however, that nothing contained in this Section 3.1(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Deed or any other Transaction Documents or (ii) for any claim for fraud.
Shareholder Release. 16 7.2 Survival; Remedies ............................................ 16 7.3
Shareholder Release. (a) Each Shareholder hereby discharges and releases each Purchaser and each of its officers, directors, employees, agents, attorneys, parents, subsidiaries and affiliates, and their respective partners, former partners, members and former members (collectively, the "Releasees") from all rights, claims, obligations, debts liabilities and relationships of whatever kind or nature, known or unknown, past, present, or future, whether contractual or fiduciary, arising out of such Shareholders' investment in, and ownership and sale to the Purchasers of the Exchange Series D Shares sold by it hereunder.
Shareholder Release. Effective as of the Effective Date, Shareholder, for itself and the other Shareholder Parties, hereby irrevocably, unconditionally and forever releases, discharges and remises each Company Party, from all claims of any type and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, known or unknown, that any Shareholder Party may have now or may have in the future, against any of the Company Parties to the extent that those claims arose, may have arisen, or are based on events which occurred at any point in the past up to and including the Effective Date other than any claims arising under this Agreement or any of the Transaction Documents (collectively, the “Shareholder Released Claims”). Shareholder represents and warrants that no Shareholder Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Shareholder Released Claims released herein are owned by Shareholder, who has the sole authority to release them. Shareholder agrees that Shareholder shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative or otherwise collect or enforce any Shareholder Released Claim which is released and discharged herein.
