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.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Parts Source Inc), Stock Purchase Agreement (Parts Source Inc)
Stockholder Releases. Each Stockholder Except as set forth in Section 8.9 of the -------------------- VTN Disclosure Memorandum and except, as to Amway, for matters arising under the Amway Reseller Agreement, each Stockholder, effective upon the Closing, hereby releases, remises remises, and forever discharges ACE each VTN Entity, VTE, VTNLP and its representativestheir respective Representatives, affiliates 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 impliedly, or by operation of lawLaw, 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.release
Appears in 1 contract
Samples: Agreement and Plan of Merger (Premiere Technologies Inc)
Stockholder Releases. Each Stockholder Except as set forth in Section 8.9 of the -------------------- VTE Disclosure Memorandum and except, as to Amway, for matters arising under the Amway Reseller Agreement, each Stockholder, effective upon the Closing, hereby releases, remises remises, and forever discharges ACE each VTE Entity, VTN, VTNLP and its representativestheir respective Representatives, affiliates 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 impliedly, or by operation of lawLaw, 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 administrative, or otherwise, or otherwise attempting to collect or enforce any Released Claims which are released and discharged herein.
Appears in 1 contract
Samples: General Escrow Agreement (Premiere Technologies Inc)