Common use of Shareholder Release Clause in Contracts

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 respect to the Transactions, (ii) for accrued but unpaid compensation, employee benefits or similar payments or for expense reimbursement.

Shareholder Release. Effective as of the Closing, each Shareholder doesShareholder, for itself Shareholder and its ------------------- Shareholder's heirs, beneficiaries, successors and successors, assigns, if anyagents, attorneys, legal representatives and for anyone else claiming by, through or under any of them (together with Shareholder, collectively "Shareholder Releasors"), does hereby remise, release and absolutely forever discharge the CompanyCompany and its subsidiaries, its Subsidiaries affiliates and associates, and all of their respective successors, assigns, agents, attorneys, legal representatives, officers, directorsdirectors and shareholders (collectively, employeesthe "Company Releasees"), representatives and agents from and against all Released Matters. It is the intention each of each Shareholder with respect to the release contained in this Section 6.5 and in giving and receiving the consideration called for hereinthem, 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 notmanner of actions, and shall cause its controlled Affiliates not tocauses of action, 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, damagessuits, debts, Liabilitiesdues, obligationsaccounts, costsbonds, expenses covenants, contracts, claims and demands (including attorneys’ and accountants’ fees and expenses)collectively, actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that a Shareholder "Claims") whatsoever which as against the said Company Releasees (or any of such Shareholder’s Affiliates (other than the Companythem) now hasShareholder Releasors, or at any time previously of them, ever had, now has or shall or may have until for or by reason of any cause, matter or thing whatsoever existing up to the Closing Datepresent time, as a result of such Shareholder’s capacity as a holder including, without limiting the generality of the corporate capital foregoing, all Claims arising out of or other securities in any way connected with the employment of Shareholder by any of the Company Releasees (including as an officer, director or employee) or the obligations (statutory, contractual or otherwise) of the Company Releasees to Shareholder Releasors, or any of its Subsidiaries and arising by virtue ofthem, in respect thereof. Notwithstanding the foregoing or in any manner related to any actions or inactions with respect toother provision of this Agreement, Shareholder Releasors shall not release the Company Releasees, or any of its Subsidiaries them, from their respective (a) obligations to Shareholder Releasors, or any of them, under the business Merger Agreement and the Other Acquiror Agreements, (b) obligations to Shareholder Releasors, or affairs thereof on any of them, for any salary, wages or before other compensation or reimbursement of expenses arising prior to 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 out of any such promissory note, the granting employment 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 consulting arrangements between Shareholder and the Company Releasees, or any Subsidiary thereof of them, and (c) obligations to Shareholder Releasors which are parties; providedfunded by third party insurance. The Claims released herein specifically include, howeverbut are not limited to, any Claims arising in tort or contract, any Claim based on wrongful discharge, any Claim based on breach of contract, any Claim arising under federal, state or local law prohibiting race, sex, religion, national origin, handicap, disability or other forms of discrimination, or retaliation, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. (S) 1981, The Americans With Disabilities Act, the Age Discrimination in Employment Act, and the Employment Retirement Income Security Act, as amended. Shareholder specifically waives any right to reinstatement or any other remedy which might be available under these statutes. Shareholder expressly acknowledges that Released Matters the consideration referred to herein shall not include in any such claims (i) arising under way constitute an admission of any Transaction Documents liability by the Company Releasees or any one of them with respect to the TransactionsClaims released by Shareholder pursuant to this Section 1. Shareholder agrees not to make any claim or take any proceeding against any person or corporation who might claim, (ii) for accrued but unpaid compensationpursuant to the provisions of any applicable statute or otherwise, employee benefits contribution or similar payments indemnity from the Company Releasees or for expense reimbursementany one of them with respect to the Claims released by Shareholder pursuant to this Section 1.

Shareholder Release. Effective as of the Initial Closing, each Shareholder doesof the Seller and the Founder do hereby, for itself and each of its heirsand his Affiliates, beneficiariesand each of its and his and such Affiliates’ Associates, successors and assignsassigns (each, if anya “Releasing Party”), release and absolutely forever discharge the Company, Company and its Subsidiaries and their respective officers(each, directors, employees, representatives and agents a “Released Party”) 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, Liabilitiesliabilities, 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) Releasing Party now has, or at any time previously had, or shall or may have until in the Closing Datefuture, as a result of such Shareholder’s capacity as a holder of the corporate capital an equityholder, director, officer, contractor, consultant, employee, agent or other securities advisor of the Company or any of its Subsidiaries and Subsidiaries, arising by virtue of, of or in any manner matter related to any actions or inactions with respect toto the Company and its Subsidiaries or its or their affairs before the Initial Closing; provided that Released Matters shall not include (a) any right of any Releasing Party contained in this Agreement or any Ancillary Agreement or any Contract listed on Section 4.21 of the Disclosure Schedule, (b) any right of any Releasing Party to be indemnified by the Company or any of its Subsidiaries pursuant to the organizational or governance documents of the Company or such Subsidiary or pursuant to any directors and officers insurance policy of the Company or any of its Subsidiaries, and (c) any right of any Releasing Party to be reimbursed for any unpaid business travel and other expenses incurred or affairs thereof on or before paid by a Releasing Party in the Closing Date, including in connection with any sale or issuance ordinary course of corporate capital business of the Company or any Subsidiary thereof or any promissory note or other security consistent with past practice. It is the intention of the Company Seller and the Founder in providing this release, and in giving and receiving the consideration called for in this Agreement, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters and the final resolution by the applicable Releasing Party and the Released Parties of all Released Matters. Notwithstanding any provision in this Agreement to the contrary, this release will not be effective so as to benefit a particular Released Party in connection with any matter or any Subsidiary thereof event that would otherwise constitute a Released Matter, but involved fraud by or on behalf of such Released Party. Each of the Seller and the Founder hereby represents to the Purchaser that no Releasing Party has voluntarily or involuntarily assigned or transferred or purported to assign or transfer to any Shareholder Person any Released Matter and that no Person (other than a Releasing Party) has any interest in any Released Matter by Law or such Shareholder’s Affiliate, the conversion Contract by virtue of any such promissory note, the granting action or exercise inaction by any Releasing Party. The invalidity or unenforceability of any option to purchase any shares part of corporate capital this Section shall not affect the validity or enforceability of the Company or any Subsidiary thereof remainder of this Section, which shall remain in full force 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 respect to the Transactions, (ii) for accrued but unpaid compensation, employee benefits or similar payments or for expense reimbursementeffect.

Shareholder Release. Effective as of the Closing, each Shareholder doesShareholder, for itself Shareholder and its ------------------- Shareholder's heirs, beneficiaries, successors and successors, assigns, if anyagents, attorneys, legal representatives and for anyone else claiming by, through or under any of them (together with Shareholder, collectively "Shareholder Releasors"), does hereby remise, release and absolutely forever discharge each of the Company, its Subsidiaries Companies and their respective subsidiaries, affiliates and associates, and all of their respective successors, assigns, agents, attorneys, legal representatives, officers, directorsdirectors and shareholders (collectively, employeesthe "Company Releasees"), representatives and agents from and against all Released Matters. It is the intention each of each Shareholder with respect to the release contained in this Section 6.5 and in giving and receiving the consideration called for hereinthem, 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 notmanner of actions, and shall cause its controlled Affiliates not tocauses of action, 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, damagessuits, debts, Liabilitiesdues, obligationsaccounts, costsbonds, expenses covenants, contracts, claims and demands (including attorneys’ and accountants’ fees and expenses)collectively, actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that a Shareholder "Claims") whatsoever which as against the said Company Releasees (or any of such Shareholder’s Affiliates (other than the Companythem) now hasShareholder Releasors, or at any time previously of them, ever had, now has or shall or may have until for or by reason of any cause, matter or thing whatsoever existing up to the Closing Datepresent time, as a result of such Shareholder’s capacity as a holder including, without limiting the generality of the corporate capital foregoing, all Claims arising out of or other securities in any way connected with the employment of Shareholder by any of the Company Releasees (including as an officer, director or employee) or the obligations (statutory, contractual or otherwise) of the Company Releasees to Shareholder Releasors, or any of its Subsidiaries and arising by virtue ofthem, in respect thereof. Notwithstanding the foregoing or in any manner related to any actions or inactions with respect toother provision of this Agreement, Shareholder Releasors shall not release the Company Releasees, or any of its Subsidiaries them, from their respective (a) obligations to Shareholder Releasors, or any of them, under the business Merger Agreement and the Acquiror Closing Document, (b) obligations to Shareholder Releasors, or affairs thereof on any of them, for any salary, wages or before other compensation or reimbursement of expenses arising prior to 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 out of any such promissory note, the granting employment 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 consulting arrangements between Shareholder and the Company Releasees, or any Subsidiary thereof of them, and (c) obligations to Shareholder Releasors which are parties; providedfunded by third party insurance. The Claims released herein specifically include, howeverbut are not limited to, any Claims arising in tort or contract, any Claim based on wrongful discharge, any Claim based on breach of contract, any Claim arising under federal, state or local law prohibiting race, sex, religion, national origin, handicap, disability or other forms of discrimination, or retaliation, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. (S) 1981, The Americans With Disabilities Act, the Age Discrimination in Employment Act, and the Employment Retirement Income Security Act, as amended. Shareholder specifically waives any right to reinstatement or any other remedy which might be available under these statutes. Shareholder expressly acknowledges that Released Matters the consideration referred to herein shall not include in any such claims (i) arising under way constitute an admission of any Transaction Documents liability by the Company Releasees or any one of them with respect to the TransactionsClaims released by Shareholder pursuant to this Section 1. Shareholder agrees not to make any claim or take any proceeding against any person or corporation who might claim, (ii) for accrued but unpaid compensationpursuant to the provisions of any applicable statute or otherwise, employee benefits contribution or similar payments indemnity from the Company Releasees or for expense reimbursementany one of them with respect to the Claims released by Shareholder pursuant to this Section 1.

Shareholder Release. Effective as of the Closing, each Shareholder doesthe Seller does hereby, for itself and each of its heirsAffiliates, beneficiariesand each of its and such Affiliates’ Associates, successors and assignsassigns (each, if anya “Releasing Party”), release and absolutely forever discharge the Company, Company and its Subsidiaries and their respective officers(each, directors, employees, representatives and agents a “Released Party”) 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, Liabilitiesliabilities, 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) Releasing Party now has, or at any time previously had, or shall or may have until in the Closing Datefuture, as a result of such Shareholder’s capacity as a holder of the corporate capital an equityholder, contractor, consultant, agent or other securities advisor of the Company or any of its Subsidiaries and Subsidiaries, arising by virtue of, of or in any manner matter related to any actions (a) dividends, management or inactions with respect toadvisory fees or equity, tax or other similar distributions or payments payable by the Company or any of its Subsidiaries or the business or affairs thereof on or to such Releasing Party with respect to periods of time before the Closing Dateor in connection with the Acquisition or (b) the value of the Membership Interests; provided that in no event shall Released Matters include (x) any right of any Releasing Party contained in this Agreement or any Ancillary Agreement and (y) any right of any Releasing Party to be indemnified by the Company or any of its Subsidiaries pursuant to directors’ and officers’ insurance policies of the Company and its Subsidiaries or the organizational or governance documents of the Company or such Subsidiary. It is the intention of the Seller in providing this release, including and in giving and receiving the consideration called for in this Agreement, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters and the final resolution by the applicable Releasing Party and the Released Parties of all Released Matters. Notwithstanding any provision in this Agreement to the contrary, this release will not be effective so as to benefit a particular Released Party in connection with any sale matter or issuance event that would otherwise constitute a Released Matter, but involved fraud by or on behalf of corporate capital such Released Party. The Seller hereby represents to the Purchaser that no Releasing Party has voluntarily or involuntarily assigned or transferred or purported to assign or transfer to any Person any Released Matter and that no Person (other than a Releasing Party) has any interest in any Released Matter by Law or Contract by virtue of any action or inaction by any Releasing Party. The invalidity or unenforceability of any part of this Section shall not affect the validity or enforceability of the Company or any Subsidiary thereof or any promissory note or other security remainder of the Company or any Subsidiary thereof to any Shareholder or such Shareholder’s Affiliatethis Section, 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 which shall remain in full force 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 respect to the Transactions, (ii) for accrued but unpaid compensation, employee benefits or similar payments or for expense reimbursementeffect.