Shareholder Releases. Each Shareholder hereby releases and forever discharges Company and its officers, directors, employees and insurers, and their respective successors and assigns, and each of them (hereinafter individually and collectively, the "Releasees") of and from any and all claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation of law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the Effective Time; excluding, however, (i) claims arising under this Agreement and the transactions contemplated hereby, and (ii) compensation and other employee benefits accrued but not yet payable as reflected on the books and records of Company (the "Released Claims"). Each Shareholder represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of law, and that all Released Claims of such Shareholder released herein are owned by such Shareholder, who has the sole authority to release them. Each Shareholder agrees that such holder shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative, or otherwise, or otherwise attempting to collect or enforce any Released Claims which are released and discharged herein.
Shareholder Releases. Satellink shall have received from -------------------- Shareholder a Shareholder's release duly executed by Shareholder.
Shareholder Releases. Each Touch 1 Shareholder Party shall -------------------- execute a Shareholder Release.
Shareholder Releases. Each of the Shareholders have delivered to LVCI an instrument dated the Closing Date in substantially the form of Exhibit D releasing the Company from any and all claims of the Shareholder against the Company and any obligations of the Company to the Shareholder, except for items specifically identified on Schedule 8.2 as being claims of or obligations to such Shareholder and continuing obligations to such Shareholder relating to his or her employment by the Company.
Shareholder Releases. At the Closing, each Shareholder shall execute and deliver to OneSource a release in the form attached as Exhibit C to this Agreement (the "Releases").
Shareholder Releases. Buyer shall have obtained a release executed by each shareholder of Crusader Servicing Corporation identified on Annex 5.17 giving up all rights of first refusal to purchase Seller's capital stock in Crusader Servicing Corporation pursuant to the Shareholders Agreement dated October 2, 1996, by and among Crusader Savings Bank, FSB, Xxxxxx X. Xxxxx, Xxxx Xxxxxx and Crusader Servicing Corporation and any amendments or modifications thereto.
Shareholder Releases. Purchaser shall have received releases from each of the Shareholders substantially in the form of Exhibit C.
Shareholder Releases. 4.1 Effective as of the date of this Amendment, each Shareholder agrees not to xxx and fully releases and discharges the Company and its shareholders, directors, officers, employees, assigns and successors, past and present (collectively, “Company Releasees”), with respect to and from any and all claims, issuances of the Company’s stock, notes or other securities, any demands, rights, liens, contracts, covenants, proceedings, causes of action, obligations, debts, and losses of whatever kind or nature in law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which each Shareholder now owns or holds or has at any time owned or held against Company Releasees connected with or relating to any matter occurring on or prior to the date of this Amendment, including but not limited any claim Xxxx or Xxxxxx may have with respect to the Employment Agreements; provided, however, that nothing in this Section 4.1 will be deemed to constitute a release by any Shareholder of (i) any right of such Shareholder under this Amendment or the Merger Agreement, (ii) any right to receive compensation or benefits under employee benefit plans (including, without limitation, salary) attributable to the periods prior to the date of this Amendment or (iii) any right to indemnification under the certificate of formation or bylaws of the Company or under applicable law with respect to acts or omissions prior to the Closing Date.
4.2 It is the intention of each Shareholder that such release be effective as a bar to each and every claim, demand and cause of action specified in Section 4.1.
4.3 Each Shareholder acknowledges and intends that the Company Releasees are being released from unknown and unforeseen claims to the fullest extent permitted by law and each Shareholder waives any defenses based thereon. Each Shareholder acknowledges that such Shareholder has been advised by his attorneys with respect to this release and is familiar with the provisions of California Civil Code Section 1542. Each Shareholder expressly waives and relinquishes all rights and benefits he or she may have under any statute or other applicable law comparable to Section 1542 of the California Civil Code, which Section 1542 is intended to protect against an inadvertent release of unknown or unsuspected claims, and reads as follows:
Shareholder Releases. Each of the Shareholders shall have delivered to FYI immediately prior to the Closing Date an instrument dated the Closing Date in substantially the form of Annex V releasing the Company from any and all claims of the Shareholder against the Company and obligations of the Company to the Shareholder, except for items specifically identified on Schedule 8.7 as being claims of or obligations to the Shareholder and continuing obligations to Shareholder relating to his employment by the Surviving Corporation.
Shareholder Releases. Releases executed by each of the direct -------------------- and indirect shareholders of Seller in the form of Exhibit 12.2(d) hereto. ---------------
