STOCKHOLDER RELEASES. Each Stockholder hereby releases, remises and forever discharges ACE and its representatives, affiliates 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 (the "Released Claims"). Each Stockholder 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 Stockholder released herein are owned by such Stockholder, who has the sole authority to release them. Each Stockholder 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.
STOCKHOLDER RELEASES. (a) Except as set forth in Section 1.12 of the Disclosure Schedule, effective as of the Closing, each Indemnifying Stockholder agrees not to sxx and fully releases and discharges the Company, the Surviving Corporation, the Parent and their respective stockholders, directors, officers, assigns and successors, past and present (collectively, “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 Indemnifying Stockholder now owns or holds or has at any time owned or held against Releasees connected with or relating to any matter occurring on or prior to the Closing Date. Nothing in this Section 1.12 will be deemed to constitute a release by any Indemnifying Stockholder of any right of such Indemnifying Stockholder under this Agreement or any right to receive compensation or benefits under employee benefit plans attributable to the periods prior to the Closing Date.
(b) It is the intention of each Indemnifying Stockholder that such release be effective as a bar to each and every claim, demand and cause of action hereinabove specified.
STOCKHOLDER RELEASES. The Stockholder shall have delivered to NewCo an instrument, in form and substance satisfactory to counsel for NewCo, dated the Closing Date, releasing Company from any and all claims of Stockholder against Company.
STOCKHOLDER RELEASES. Parent and Merger Sub shall have received copies of Stockholder Releases, duly executed by each Stockholder in substantially the form of Exhibit I (the “Stockholder Releases”).
STOCKHOLDER RELEASES. Xxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxx and each Eos Securityholder have each entered into and not opted out of an unrevised release of the Company pursuant to their respective Letter of Transmittal, which is valid, enforceable, irrevocable and effective at the Effective Time. A true and correct copy of such Letters of Transmittal have been delivered to Parent.
STOCKHOLDER RELEASES. The Stockholder and the Other Stockholders shall execute and deliver releases (the "Stockholder Releases") which release any and all claims held or to be held by the Stockholders against the Company and its successors, assigns, officers, directors,
STOCKHOLDER RELEASES. The Stockholder Releases shall have been executed and delivered by the Stockholders and shall be binding and in full force and effect.
STOCKHOLDER RELEASES. The Company shall have received Stockholder Releases from the Company Stockholders representing holders of at least 90% of the outstanding shares of Company Capital Stock.
STOCKHOLDER RELEASES. Buyer shall have received from each Seller Stockholder, a release relating to any and all claims of ownership or distribution of proceeds from the Merger in the form set forth as Exhibit F hereto.
STOCKHOLDER RELEASES. At the Closing, each of the Major Stockholders shall deliver a release of the Company in the form attached hereto as EXHIBIT F (the "Stockholder Release").
