Common use of THE SHAREHOLDERS' RELEASE OF CLAIMS Clause in Contracts

THE SHAREHOLDERS' RELEASE OF CLAIMS. Effective as of the Final Closing, each Shareholder hereby (i) releases, acquits and forever discharges the Company and its Subsidiaries from any and all liabilities, obligations, indebtedness, claims, demands, actions or causes of action arising from or relating to any event, occurrence, act, omission or condition occurring or existing on or prior to the Final Closing, including, without limitation, any claim for indemnity or contribution from the Company or any of its Subsidiaries in connection with the obligations or liabilities of the Shareholders hereunder, except for (A) the indemnification provided by Sections 3.16 and 3.21 hereof and any other contractual obligations in this Agreement, (B) salary and expense reimbursement payable to the Shareholders as an officer, director or employee in the ordinary course of business, and (C) all benefits (including interests in benefit plans) and fringe benefits to which the Shareholders are entitled; (ii) waives all breaches, defaults or violations of each agreement, if any, among or between Shareholders applicable to the Company Common Stock and agrees that any EnviroSystems Agreement and Plan of Merger/Page 40 49 and all such agreements are terminated as of the Final Closing, and (iii) waives any and all preemptive or other rights to acquire any shares of capital stock of the Company and releases any and all claims arising in connection with any prior default, violation or failure to comply with or satisfy any such preemptive or other rights.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transcoastal Marine Services Inc)

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THE SHAREHOLDERS' RELEASE OF CLAIMS. Effective as of the Final Closing, each Shareholder hereby (i) releases, acquits and forever discharges the Company and its Subsidiaries from any and all liabilities, obligations, indebtedness, claims, demands, actions or causes of action arising from or relating to any event, occurrence, act, omission or condition occurring or existing on or prior to the Final Closing, including, without limitation, any claim for indemnity or contribution from the Company or any of its Subsidiaries in connection with the obligations or liabilities of the Shareholders hereunder, except for (A) the indemnification provided by Sections 3.16 and 3.21 hereof and any other contractual obligations in this Agreement, (B) salary and expense reimbursement payable to the Shareholders as an officer, director or employee in the ordinary course of business, and (C) all benefits (including interests in benefit plans) and fringe benefits to which the Shareholders are entitled; (ii) waives all breaches, defaults or violations of each agreement, if any, among or between Shareholders applicable to the Company Common Stock and agrees that any EnviroSystems Agreement and Plan of MergerWoodxxx Xxxstruction Merger Agreement/Page 40 49 and all such agreements are terminated as of the Final Closing, and (iii) waives any and all preemptive or other rights to acquire any shares of capital stock of the Company and releases any and all claims arising in connection with any prior default, violation or failure to comply with or satisfy any such preemptive or other rights.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transcoastal Marine Services Inc)

THE SHAREHOLDERS' RELEASE OF CLAIMS. Effective as of the Final Closing, each Shareholder hereby (i) releases, acquits and forever discharges the Company and its Subsidiaries from any and all liabilities, obligations, indebtedness, claims, demands, actions or causes of action arising from or relating to any event, occurrence, act, omission or condition occurring or existing on or prior to the Final Closing, including, without limitation, any claim for indemnity or contribution from the Company or any of its Subsidiaries in connection with the obligations or liabilities of the Shareholders hereunder, except for (A) the indemnification provided by Sections 3.16 and 3.21 hereof and any other contractual obligations in this Agreement, (B) salary and expense reimbursement payable to the Shareholders as an officer, director or employee in the ordinary course of business, and (C) all benefits (including interests in benefit plans) and fringe benefits to which the Shareholders are entitled; (ii) waives all breaches, defaults or violations of each agreement, if any, among or between Shareholders applicable to the Company Common Stock and agrees that any EnviroSystems Agreement and Plan of Merger/Page 40 49 and all such agreements are terminated as of the Final Closing, and (iii) waives any and all preemptive or other rights to acquire any shares of capital stock of the Company and releases any and all claims arising in connection with any prior default, violation or failure to comply with or satisfy any such preemptive or other rights.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transcoastal Marine Services Inc)

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THE SHAREHOLDERS' RELEASE OF CLAIMS. Effective as of the Final Closing, each Shareholder hereby (i) releases, acquits and forever discharges the Company and its Subsidiaries from any and all liabilities, obligations, indebtedness, claims, demands, actions or causes of action arising from or relating to any event, occurrence, act, omission or condition occurring or existing on or prior to the Final Closing, including, without limitation, any claim for indemnity or contribution from the Company or any of its Subsidiaries in connection with the obligations or liabilities of the Shareholders hereunder, except for (A) the indemnification provided by Sections 3.16 and 3.21 hereof and any other contractual obligations in this Agreement, (B) salary and expense reimbursement payable to the Shareholders as an officer, director or employee in the ordinary course of business, and (C) all benefits (including interests in benefit plans) and fringe benefits to which the Shareholders are entitled; (ii) waives all breaches, defaults or violations of each agreement, if any, among or between Shareholders applicable to the Company Common Stock or the Real Estate and agrees that any EnviroSystems Agreement and Plan of Merger/Page 40 49 and all such agreements are terminated as of the Final Closing, and (iii) waives any and all preemptive or other rights to acquire any shares of capital stock of the Company and releases any and all claims arising in connection with any prior default, violation or failure to comply with or satisfy any such preemptive or other rights.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Transcoastal Marine Services Inc)

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