Common use of Waiver and Release of Claims Clause in Contracts

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to and conditioned upon the Effective Time, effective as of the Effective Time (and subject to the limitations set forth in paragraph (c) below), the Stockholder, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 2 contracts

Sources: Company Support Agreement (Nxu, Inc.), Merger Agreement (Nxu, Inc.)

Waiver and Release of Claims. The Stockholder Sponsor hereby covenants and agrees as follows: (a) Subject to and conditioned upon the Effective Time, effective as of the Effective Time (and subject to the limitations set forth in paragraph (c) below), the StockholderSponsor, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder Sponsor acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder Sponsor acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder Sponsor knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder Sponsor understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder Sponsor the right not to release existing Claims of which the Stockholder Sponsor is not aware, unless the Stockholder Sponsor voluntarily chooses to waive this right. Having been so apprised, the Stockholder Sponsor nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.111.8, in each case, effective as of the Effective Time. The Stockholder Sponsor acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 1.8 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 1.8 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Insider Agreement, (C) the Registration Rights Agreement; or (CD) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the CompanyAcquiror, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company Acquiror owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company Acquiror or as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.111.8, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 2 contracts

Sources: Acquiror Support Agreement (Tlgy Acquisition Corp), Merger Agreement (Tlgy Acquisition Corp)

Waiver and Release of Claims. The Each Stockholder hereby covenants and agrees agrees, severally with respect to such Stockholder only and not with respect to any other Stockholder, as follows: (a) Subject to and conditioned upon the Effective Time, effective as of the Effective Time (and Closing, subject to the limitations set forth in paragraph (c) below), the each Stockholder, on behalf of itself such Stockholder and his, her or its Affiliates and his, her or its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder)foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge each of the AEye Companies, Acquiror, the CompanyMerger Sub, CF Finance Holdings III, LLC and each of their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, Subsidiaries and SubsidiariesAffiliates, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time Closing (each a “Claim” and, collectively, the “Claims”), arising out of or relating to the Stockholder’s capacity as a current or former stockholder of the Company or any of its predecessors. (b) The Each Stockholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that he, she or it may hereafter come to have a different understanding of the law that may apply to potential claims which he, she or it is releasing hereunder, but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Stockholder Stockholders acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Each Stockholder knowingly and voluntarily waives and releases any and all rights and benefits arising out of Stockholder’s capacity as a stockholder of the Company that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law Law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Each Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order Law of another jurisdiction, gives the such Stockholder the right not to release existing Claims claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the each Stockholder nevertheless hereby voluntarily elects to and does waive any the rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or orderLaw, and elects to assume all risks for Claims claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.115, in each case, effective as of at the Effective TimeClosing. The Each Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 5 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 5 or anything to the contrary set forth herein, the Releasing Parties do not release no Stockholder or dischargeany of its Affiliates releases or discharges, and each Releasing Party Stockholder expressly does not release or discharge, any Claims: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation incorporation, indemnification agreement or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror Company or any of its Subsidiaries with respect to such Stockholder, any of its Affiliates or for their respective designated members of the benefit board of a Releasing Party directors of the Company or any of its Subsidiaries solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 5.4 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.115, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 2 contracts

Sources: Stockholder Support Agreement (CF Finance Acquisition Corp. III), Stockholder Support Agreement (CF Finance Acquisition Corp. III)

Waiver and Release of Claims. The Stockholder hereby Each Supporting Holder covenants and agrees agrees, severally with respect to such Supporting Holder only and not with respect to any other Supporting Holder, as follows: (a) Subject to and conditioned Effective upon the Effective TimeClosing, effective as in consideration for the undersigned Supporting Holder’s portion of the Effective Time (and subject to the limitations set forth in paragraph (c) below)Merger Consideration, the Stockholdersuch Supporting Holder, on behalf of itself himself, herself or itself, and his, her or its Affiliates and its equityholders (if the Supporting Holder is an entity) and each of their respective successors, successors and assigns, representativeshereby fully, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably releasewaives, waive releases, acquits and forever discharge discharges the Acquiror, SPAC Parties and the Company, and each Subsidiary and Affiliate of the foregoing and their respective Representatives and equityholders, and each of their past respective successors and present directorsassigns (collectively, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, “Released Parties”) from any and all past or present claims, suits, demands, debts, accounts, covenants, contracts, arrangements, promises, obligations, damages, judgments, debts, dues, or liabilities of any kind, actions, and causes of action of every kind and liabilities of nature, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses), in law or equity (“Action”), which the Supporting Holder has or may have against any nature whatsoeverReleased Party, whether known or not knownunknown, suspected or claimedunsuspected, arising directly accrued or indirectly from any actfixed, omissionabsolute or contingent, event matured or transaction occurring unmatured, determined or determinable, and that now exist or may hereafter exist (or any circumstances existingcollectively, “Claims”) at or prior solely to the Effective Time extent such Claims arise or relate to any inaccuracy or miscalculation in the portion of the Merger Consideration received by such Supporting Holder in connection with the Closing (each a “Claim” and, collectively, the “Released Claims”). The Supporting Holder shall refrain from directly or indirectly asserting any claim or commencing (or causing to be commenced) any Action of any kind before any Governmental Authority against any Released Party based upon any Released Claim. The release contained herein is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, law, implied or express contract, discrimination of any sort or any other grounds. To the extent permitted by applicable Law, the undersigned Supporting Holder expressly waives the benefit of any Law, which, if applied to the release set forth herein, would otherwise exclude from its binding effect any claim not known on the date hereof to exist. (b) The Stockholder Supporting Holder represents and acknowledges that: (i) he, she or it has read this release and understands its terms and has been given an opportunity to ask questions of the Company’s Representatives and (ii) in signing this release he, she or it does not rely, and has not relied, on any representation or statement not set forth in this release made by any Representative of the Company or anyone else with regard to the subject matter, basis or effect of this release or otherwise. The Supporting Holder further represents and acknowledges that he, she or it may hereafter discover facts in addition to or different from those which the he, she or it now knows or believes to be true with respect to the subject matter of this Support Agreementherein, and that he, she or it may hereafter come to have a different understanding of the law Law that may apply to potential claims which it the undersigned is releasing hereunder, but it the undersigned affirms that, except as is otherwise specifically provided hereinabove, it is his, her or its intention to fully, finally and forever settle and release any and all Released Claims. In furtherance of this intention, the Stockholder Supporting Holder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support AgreementLaw. (c) Notwithstanding the foregoing provisions of this Section 1.11 The Supporting Holder acknowledges that he, she or anything to the contrary set forth herein, the Releasing Parties do not release or dischargeit may execute, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreementmay have executed, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered additional releases in connection with the Merger Agreement; (B) Merger, and for the Registration Rights Agreement; or (C) any underwriting agreementavoidance of doubt, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated Supporting Holder will be bound by the Merger Agreement each release to which a Releasing Party may be he, she or it is a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may releases will be amended in accordance with its terms cumulative and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and not exclusive to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreementone another. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 2 contracts

Sources: Merger Agreement (Dune Acquisition Corp), Support Agreement (Dune Acquisition Corp)

Waiver and Release of Claims. The Stockholder hereby Each Supporting Holder covenants and agrees agrees, severally with respect to such Supporting Holder only and not with respect to any other Supporting Holder, as follows: (a) Subject to and conditioned Effective upon the Effective TimeClosing, effective as in consideration for the undersigned Supporting Holder’s portion of the Effective Time (and subject to the limitations set forth in paragraph (c) below)Consideration, the Stockholdersuch Supporting Holder, on behalf of itself himself, herself or itself, and his, her or its Affiliates and its equityholders (if the Supporting Holder is an entity) and each of their respective successors, successors and assigns, representativeshereby fully, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably releasewaives, waive releases, acquits and forever discharge discharges the Acquiror, SPAC Parties and the Company, and each Subsidiary and Affiliate of the foregoing and their respective Representatives and equityholders, and each of their past respective successors and present directorsassigns (collectively, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, “Released Parties”) from any and all past or present claims, suits, demands, debts, accounts, covenants, contracts, arrangements, promises, obligations, damages, judgments, debts, dues, or liabilities of any kind, actions, and causes of action of every kind and liabilities of nature, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses), in law or equity (“Action”), which the Supporting Holder has or may have against any nature whatsoeverReleased Party, whether known or not knownunknown, suspected or claimedunsuspected, arising directly accrued or indirectly from any actfixed, omissionabsolute or contingent, event matured or transaction occurring unmatured, determined or determinable, and that now exist or may hereafter exist (or any circumstances existingcollectively, “Claims”) at or prior solely to the Effective Time extent such Claims arise or relate to any inaccuracy or miscalculation in the portion of the Consideration received by such Supporting Holder in connection with the Closing (each a “Claim” and, collectively, the “Released Claims”). The Supporting Holder shall refrain from directly or indirectly asserting any claim or commencing (or causing to be commenced) any Action of any kind before any Governmental Authority against any Released Party based upon any Released Claim. The release contained herein is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, law, implied or express contract, discrimination of any sort or any other grounds. To the extent permitted by applicable Law, the undersigned Supporting Holder expressly waives the benefit of any Law, which, if applied to the release set forth herein, would otherwise exclude from its binding effect any claim not known on the date hereof to exist. (b) The Stockholder Supporting Holder represents and acknowledges that: (i) he, she or it has read this release and understands its terms and has been given an opportunity to ask questions of the Company’s Representatives and (ii) in signing this release he, she or it does not rely, and has not relied, on any representation or statement not set forth in this release made by any Representative of the Company or anyone else with regard to the subject matter, basis or effect of this release or otherwise. The Supporting Holder further represents and acknowledges that he, she or it may hereafter discover facts in addition to or different from those which the he, she or it now knows or believes to be true with respect to the subject matter of this Support Agreementherein, and that he, she or it may hereafter come to have a different understanding of the law Law that may apply to potential claims which it the undersigned is releasing hereunder, but it the undersigned affirms that, except as is otherwise specifically provided hereinabove, it is his, her or its intention to fully, finally and forever settle and release any and all Released Claims. In furtherance of this intention, the Stockholder Supporting Holder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support AgreementLaw. (c) Notwithstanding the foregoing provisions of this Section 1.11 The Supporting Holder acknowledges that he, she or anything to the contrary set forth herein, the Releasing Parties do not release or dischargeit may execute, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreementmay have executed, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered additional releases in connection with the Merger Agreement; (B) Transactions, and for the Registration Rights Agreement; or (C) any underwriting agreementavoidance of doubt, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated Supporting Holder will be bound by the Merger Agreement each release to which a Releasing Party may be he, she or it is a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may releases will be amended in accordance with its terms cumulative and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and not exclusive to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreementone another. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 2 contracts

Sources: Unit Purchase Agreement (Dune Acquisition Corp), Support Agreement (Dune Acquisition Corp)

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to and conditioned upon the Effective Time, effective as of the Effective Time (and subject to the limitations set forth in paragraph (c) below), the Stockholder, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.111.13, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 1.13 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 1.13 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.111.13, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 2 contracts

Sources: Company Support Agreement (Tlgy Acquisition Corp), Merger Agreement (Tlgy Acquisition Corp)

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to Borrower and conditioned upon the Effective Time, effective as of the Effective Time each Guarantor signing below (and subject to the limitations set forth in paragraph (c) below), the Stockholder, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any each of the foregoing (each being a "Releasing Party” and") hereby releases, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Companyacquits, and each of their past discharges Bank and present directors, officers, Bank's employees, agents, representative, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors, successors and assigns, subsidiary corporations, parent corporations, and Subsidiariesrelated corporate divisions (all of the foregoing hereinafter called the "Released Parties"), from any all actions and all past or present causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages, judgments, causes of action and liabilities expenses of any nature whatsoeverand every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or not knownhereafter arising, suspected for or claimedbecause of any matter or things done, arising omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly from arising out of or in any actway connect to this Loan Modification and Forbearance Agreement and the Existing Loan Documents, omissionincluding, event or transaction occurring but not limited to, claims relating to any settlement negotiation (all of the foregoing hereinafter called the "Released Matters"). Each Releasing Party acknowledges that the agreements in this section are intended to be in full satisfaction of all or any circumstances existing) at alleged injuries or prior to damages arising in connection with the Effective Time (each a “Claim” and, collectively, the “Claims”)Released Matters. (b) The Stockholder Each Releasing Party acknowledges that it may hereafter discover facts has not relied, in addition to executing the release set forth in this section, upon any representations, warranties, or different from those which it now knows conditions by Bank or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, any other entity except as is otherwise are specifically provided herein, it is its intention to fully, finally set forth in this Loan Modification and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Forbearance Agreement. (c) Notwithstanding the foregoing provisions Nothing contained herein shall be construed at any time as an admission by Bank of this Section 1.11 or anything any liability to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements Borrower or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreemententity. (d) Notwithstanding the foregoing provisions Each Releasing Party warrants to Bank that it has not purported to transfer, assign, or otherwise convey any right, title or interest of this Section 1.11, nothing contained such Releasing Party in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind Released Matter to any other party heretoentity, and that the foregoing constitutes a full and complete release of all Released Matters.

Appears in 2 contracts

Sources: Loan Modification and Forbearance Agreement (Epicedge Inc), Loan Modification and Forbearance Agreement (Syntellect Inc)

Waiver and Release of Claims. The Each Stockholder hereby covenants and agrees as follows: (a) Subject to and conditioned upon the Effective Time, effective as of the Effective Time (and subject to the limitations set forth in paragraph (c) below), the such Stockholder, on behalf of itself himself, herself and its his or her Affiliates and its his or her and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the AcquirorNXU, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the AcquirorNXU, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Such Stockholder acknowledges that it he or she may hereafter discover facts in addition to or different from those which it he or she now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it he or she may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it he or she affirms that, except as is otherwise specifically provided herein, it is its his or her intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the such Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Such Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it he or she may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Such Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the such Stockholder the right not to release existing Claims of which the such Stockholder is not aware, unless the such Stockholder voluntarily chooses to waive this right. Having been so apprised, the such Stockholder nevertheless hereby voluntarily elects to and does waive any rights it he or she may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its his or her favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.111.7, in each case, effective as of the Effective Time. The Such Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 1.7 and that, without such waiver, the Acquiror NXU and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 1.7 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: discharge any Claims (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter Agreement or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the CompanyNXU, as each such agreement or instrument described in this clause (i) above may be amended in accordance with its terms and the terms set forth in (xA) the Merger Agreement or (yB) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company Common Stock owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror NXU or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries NXU with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company Acquiror or as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.111.7, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 2 contracts

Sources: Acquiror Support Agreement (Nxu, Inc.), Merger Agreement (Nxu, Inc.)

Waiver and Release of Claims. The Stockholder hereby Each Shareholder covenants and agrees agrees, severally with respect to such Shareholder only and not with respect to any other Shareholder, as follows: (a) Subject to and conditioned upon the Effective Time, effective as of the Effective Time (and Closing, subject to the limitations set forth in paragraph (c) below), the Stockholdereach Shareholder, on behalf of itself such Shareholder and his, her or its Affiliates and his, her or its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder)foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge each of the AcquirorNettar Companies, the CompanyPubCo, SPAC, Merger Sub 1, Merger Sub 2, CFAC Holdings V, LLC and each of their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, Subsidiaries and SubsidiariesAffiliates, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time Closing (each a “Claim” and, collectively, the “Claims”), including any and all Claims arising out of or relating to (i) the Shareholder’s capacity as a current or former shareholder, officer or director, manager, employee or agent of the Company or any of its predecessors or Affiliates (or his, her or its capacity as a current or former trustee, director, officer, manager, employee or agent of any other entity in which capacity he, she or it is or was serving at the request of the Company or any of its Subsidiaries), or (ii) any contract with the Company or any of its Subsidiaries entered into or established prior to the Closing, including any voting agreement, investors’ rights agreement, right of first refusal and co-sale agreement, management rights letter, or similar shareholders agreements or side letters, equity purchase agreements or previous noncompetition agreements (the “Company Contracts”), with the effect that, without derogating from Section 1(d), any such Company Contract, including any provision purporting to survive termination of such Company Contract and without regard to any notice requirement thereunder, is hereby terminated in its entirety with respect to such Shareholder. (b) The Stockholder Each Shareholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that he, she or it may hereafter come to have a different understanding of the law that may apply to potential claims which he, she or it is releasing hereunder, but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Stockholder Shareholders acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder Each Shareholder knowingly and voluntarily waives and releases any and all rights and benefits that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law Law of any other statejurisdiction), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder Each Shareholder understands that Section 1542, or a comparable statute, rule, regulation or order Law of another jurisdiction, gives the Stockholder such Shareholder the right not to release existing Claims claims of which the Stockholder Shareholder is not aware, unless the Stockholder Shareholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder each Shareholder nevertheless hereby voluntarily elects to and does waive any the rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or orderLaw, and elects to assume all risks for Claims claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.115, in each case, effective as of at the Effective TimeClosing. The Stockholder Each Shareholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 5 and that, without such waiver, the Acquiror and the Company SPAC would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 5 or anything to the contrary set forth herein, the Releasing Parties do not release no Shareholder or dischargeany of its Affiliates releases or discharges, and each Releasing Party Shareholder expressly does not release or discharge, any Claims: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation incorporation, indemnification agreement or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror Company or any of its Subsidiaries with respect to such Shareholder, any of its Affiliates or for their respective designated members of the benefit board of a Releasing Party directors of the Company or any of its Subsidiaries solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 6.5 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.114, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 2 contracts

Sources: Shareholder Support Agreement (Satellogic Inc.), Shareholder Support Agreement (CF Acquisition Corp. V)

Waiver and Release of Claims. The Stockholder hereby Each Shareholder covenants and agrees agrees, severally with respect to such Shareholder only and not with respect to any other Shareholder, as follows: (a) Subject to and conditioned upon the Effective TimeCompany Closing, effective as of the Effective Time Company Closing (and subject to the limitations set forth in paragraph (c) below), the Stockholdereach Shareholder, on behalf of itself and such Shareholder and, except with respect to BLK, his, her or its Affiliates and his, her or its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity Person claiming by, through, through or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder)foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge the AcquirorCompany and each other Company Entity, the CompanyPubCo, SPAC, Company Merger Sub, SPAC Merger Sub and ▇▇▇▇▇▇ ▇▇ Holdings II, LLC, and each of their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time Company Closing (each a “Claim” and, collectively, the “Claims”), including any and all Claims arising out of or relating to (i) such Shareholder’s capacity as a current or former shareholder, officer or director, manager, employee or agent of the Company or any of its predecessors or Affiliates (or his, her or its capacity as a current or former trustee, director, officer, manager, employee or agent of any other entity in which capacity he, she or it is or was serving at the request of the Company or any other Company Entity, PubCo, SPAC Merger Sub or Company Merger Sub), or (ii) any Contract with the Company or any other Company Entity, PubCo, SPAC Merger Sub or Company Merger Sub) entered into or established prior to the Company Closing, including any voting agreement, investors’ rights agreement, right of first refusal and co-sale agreement, management rights letter, or similar shareholders agreements or side letters, or equity purchase agreements, but excluding, for the avoidance of doubt, any Claims such Shareholder may have that relate to any commercial agreements with the Company or any Surviving Rights; provided, however, that the release, waiver and discharge by Shareholder’s Affiliates is limited to Claims that arise from the Transactions. (b) The Stockholder Each Shareholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that he, she or it may hereafter come to have a different understanding of the law Law that may apply to potential claims which he, she or it is releasing hereunder, but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Stockholder Shareholders acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of lawLaw. The Stockholder Each Shareholder knowingly and voluntarily waives and releases any and all rights and benefits that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law Law of any other statejurisdiction), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder Each Shareholder understands that Section 1542, or a comparable statute, rule, regulation or order Law of another jurisdiction, gives the Stockholder such Shareholder the right not to release existing Claims claims of which the Stockholder Shareholder is not aware, unless the Stockholder Shareholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder each Shareholder nevertheless hereby voluntarily elects to and does waive any the rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or orderLaw, and elects to assume all risks for Claims claims that exist, existed or may hereafter exist in his, her or its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.115, in each case, effective as of at the Effective TimeCompany Closing. The Stockholder Each Shareholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 5 and that, without such waiver, the Acquiror and the Company SPAC would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 5 or anything to the contrary set forth herein, the Releasing Parties do not release no Shareholder releases or dischargedischarges, and each Releasing Party Shareholder expressly does not release or discharge, any Claims: (i) any Claims that arise under or are based upon the terms of any of the following (A) as they may be amended from time to time in accordance with their terms and the terms of the BCA): this Support Agreement, the Merger AgreementBCA, any of the Ancillary Agreements Documents, any letter of transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights AgreementBCA; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation indemnification agreement or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules Organizational Documents of the Company or as contemplated by Section 7.01 any other Company Entity with respect to such Shareholder, any of his, her or its Affiliates or their respective designated members of the Merger Agreementboards of directors of the Company or any other Company Entities, in each case of this clause (ii) subject to the survival periods and other terms and conditions set forth in Section 7.18(a) of the BCA in respect of rights to exculpation, indemnification, and advancement of expenses. (d) Notwithstanding the foregoing provisions of this Section 1.115, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Shareholder Support Agreement (Cantor Equity Partners II, Inc.)

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to and conditioned upon the Effective Time, effective as of the Effective Time (and subject to the limitations set forth in paragraph (c) below)Closing, the each Stockholder, for and on behalf of itself and its Affiliates and its and their respective successorsAffiliates, assignsheirs, estates, beneficiaries, personal representatives, administratorsmanaged trusts, executors successors and agents, and any other person or entity claiming by, through, or under any of the foregoing assigns (each a “Releasing PartyReleasorandand collectively, the “Releasors”), hereby unconditionally and irrevocably releases the Company, the Surviving Corporation, Parent or their respective Affiliates, successors and permitted assigns (such released Persons, collectively, the “Releasing Released Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, ”) from any and all past or present actions, causes of action, charges, claims (including any derivative claims), complaints, counterclaims, contracts, costs, damages, debts, defenses, demands, damagesduties, expenses, fees, injuries, interest, judgments, causes liabilities, accounts, losses, obligations, penalties, promises, reimbursements, remedies, rights, sums of action money, suits, and liabilities torts, covenants, damages disputes and Losses of any nature kind or character whatsoever, based upon any fact or circumstance, whether at law, in equity or otherwise, direct or indirect, fixed or contingent, foreseeable or unforeseeable, liquidated or unliquidated, known or unknown, matured or unmatured, absolute or contingent, determined or determinable, suspected or unsuspected and whether or not known, suspected concealed or claimedhidden, arising directly or indirectly from any actmatter, omissioncause or thing whatsoever occurring at any time on or prior to the Closing Date, event including, without limitation, in connection with any direct or transaction indirect equity or ownership interest in any of the Released Parties or service as a director, officer, partner, trustee, employee, or agent and waives any right or claim of indemnification that he may have for acts or omissions occurring (or any circumstances existing) at or prior to the Effective Time against the Released Parties whether by statute, Contract, Organizational Document, or otherwise (each collectively, a “Released Claim” and”); provided, collectivelythat the foregoing shall not release the Released Parties (i) from obligations under this Agreement or any Related Agreement, or (ii) with respect to any base salary that shall have accrued since the end of the last pay period ending prior to the date hereof (Allowed Claims”). (b) The Stockholder Each Releasor irrevocably covenants and agrees not to, directly or indirectly, assert or enforce any Released Claim, except for the Allowed Claims, or institute, commence or cause to be commenced, any Action of any kind against any Released Party, based upon any Released Claim, except for the Allowed Claims. Each Releasor recognizes that such Releasor may have claims of which such Releasor is totally unaware and unsuspecting, but that which such Releasor is nevertheless releasing and forfeiting by executing this Agreement and providing the general release set forth in Section 5.6(a). Additionally, each Releasor acknowledges that it such Releasor or the Released Parties may hereafter discover facts different from or in addition to those now known, or different from those which it now knows or believes believed to be true with respect to true, regarding the subject matter of such release and further acknowledges that such release shall remain in full force and effect, notwithstanding the existence of any different or additional facts. (c) The release set forth in this Support Agreement, and that it Section 5.6 may hereafter come to have a different understanding be pleaded by any of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except Released Parties as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as a full and complete general releases notwithstanding defense and may be used as the discovery basis for an injunction against any Action instituted or existence maintained against them in violation thereof. If any Released Claim is brought or maintained by or in right of any Releasor against any Released Party that is judicially determined to be a violation of such additional facts or different understandings release, then such Releasor shall be responsible for all costs and expenses, including reasonable attorneys’ fees, incurred by each of law. The the Released Parties in defending the same. (d) To the extent a Stockholder knowingly and voluntarily waives and releases any and is a resident of the State of California, all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or of the State of California, and under any analogous law and all similar laws of any other state)Governmental Entity, which reads as followsare hereby expressly waived to the fullest extent permitted by Law. Such Stockholder is aware that Section 1542 of the Civil Code provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as Each of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based 5.6 will be binding upon the terms heirs, estates, personal representatives, successors (whether by merger, sale, transfer or otherwise) and assigns of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement each Releasor and will inure to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to and be enforceable by the extent Released Parties and their respective successors (in each casewhether by merger, sale, transfer or otherwise) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreementand assigns. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Merger Agreement (SIMPLICITY ESPORTS & GAMING Co)

Waiver and Release of Claims. The Stockholder hereby Each Shareholder covenants and agrees agrees, severally with respect to such Shareholder only and not with respect to any other Shareholder, as follows: (a) Subject to and conditioned upon the Effective TimeClosing, effective as of the Effective Time Closing (and subject to the limitations set forth in paragraph (c) below), the Stockholdereach Shareholder, on behalf of itself such Shareholder and his, her or its Affiliates and his, her or its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that none of the Acquiror, Company or any of its Subsidiaries shall not be deemed a Releasing Party hereunderto release, waive or discharge any of the following Persons), does hereby unconditionally and irrevocably release, waive and forever discharge each of the Acquiror, the CompanyCompany and its Subsidiaries, and each of their respective predecessors, successors, assigns, Subsidiaries and Affiliates, and each of the respective past and present directors, officers, employees, agents, predecessors, successors, assigns, employees and Subsidiariesagents of the foregoing, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time Closing (each a “Claim” and, collectively, the “Claims”)) arising out of or relating to the Shareholder’s capacity as a current or former shareholder or holder of options, warrants or other equity securities of the Company. Notwithstanding the foregoing, the phrase “arising out of or relating to the Shareholder’s capacity as a current or former shareholder or holder of options, warrants or other equity securities of the Company” in the immediately preceding sentence shall be disregarded in the case of the release given by the Key Individual pursuant to this Section 5. (b) The Stockholder Each Shareholder acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that he, she or it may hereafter come to have a different understanding of the law that may apply to potential claims which he, she or it is releasing hereunder, but he, she or it affirms that, except as is otherwise specifically provided herein, it is his, her or its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, each of the Stockholder Shareholders acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder Each Shareholder knowingly and voluntarily waives and releases any and all rights and benefits arising out of or relating to such Shareholder’s capacity as a holder of equity securities of the Company that he, she or it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law Law of any other statejurisdiction), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder Notwithstanding the foregoing, the phrase “arising out of or relating to such Shareholder’s capacity as a holder of equity securities of the Company” in the immediately preceding sentence shall be disregarded in the case of the release given by the Key Individual pursuant to this Section 5. Each Shareholder understands that Section 1542, or a comparable statute, rule, regulation or order Law of another jurisdiction, gives the Stockholder such Shareholder the right not to release existing Claims claims of which the Stockholder Shareholder is not aware, unless the Stockholder Shareholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder each Shareholder nevertheless hereby voluntarily elects to and does waive any the rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or orderLaw, and elects to assume all risks for Claims claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.115, in each case, effective as of at the Effective TimeClosing. The Stockholder Each Shareholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 5 and that, without such waiver, the Acquiror and the Company SPAC would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 5 or anything to the contrary set forth herein, the Releasing Parties do not release no Shareholder or dischargeany of his, her or its Family Members or Affiliates releases or discharges, and each Releasing Party Shareholder (for himself, herself or itself and on behalf of his, her or its Family Members and Affiliates) expressly does not release or discharge, any Claims: (i) any Claims that arise under or are based upon the terms of (A) the BCA, this Support Agreement, the Merger Agreement, Agreement or any of the other Ancillary Agreements Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; BCA, the Arrangement (Bincluding the Share Exchanges) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), Transactions; (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation incorporation, indemnification agreement, shareholders agreement or bylaws equivalent document of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror Company or any of its Subsidiaries with respect to such Shareholder, or for any of his, her or its Affiliates or their respective designated members of the benefit board of a Releasing Party directors of the Company or any of its Subsidiaries, in each case, solely to the extent contemplated by Section 6.7 of the BCA; (iii) for compensation or benefits payable to such Shareholder in each case) set forth in the Schedules his, her or its capacity as an officer, director, employee, consultant or contractor of the Company or as any of its Subsidiaries that are (x) in the Ordinary Course or (y) otherwise on arms’ length terms and approved by the Company Board or any committee thereof; (iv) for obligations pursuant to, or other rights set forth in, any employment or similar agreement (to the extent such agreement is an Ancillary Agreement or disclosed in the Company Disclosure Letter) between such Shareholder, on the one hand, and the Company or any Subsidiary of the Company, on the other hand, together with any other agreements, documents, instruments or certificates contemplated by Section 7.01 the foregoing, as well as any other employment-related rights that such Shareholder has by Contract or pursuant to applicable Law or (v) that arise under or are based upon any of the Merger AgreementSurviving Rights. (d) Notwithstanding the foregoing provisions of this Section 1.115, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Shareholder Support Agreement (CF Acquisition Corp. VI)

Waiver and Release of Claims. The Stockholder hereby Sponsor covenants and agrees as follows: (a) Subject to and conditioned upon the Effective Time, effective as of the Effective Time (and Closing, subject to the limitations set forth in paragraph (c) below), the StockholderSponsor, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, each of the Company, Acquiror, Merger Sub and each of their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time Closing (each a “Claim” and, collectively, the “Claims”), including any and all Claims arising out of or relating to (i) a Releasing Party’s capacity as a current or former stockholder, officer or director, manager, employee or agent of Acquiror or any of its predecessors or Subsidiaries (or its capacity as a current or former trustee, director, officer, manager, employee or agent of any other entity in which capacity it is or was serving at the request of Acquiror or any of its Subsidiaries) or (ii) any Contract with Acquiror or any of its Subsidiaries entered into or established prior to the Closing, with the effect that any such Contract, including any provision purporting to survive termination of such Contract and without regard to any notice requirement thereunder, is hereby terminated in its entirety with respect to Sponsor. (b) The Stockholder Sponsor acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder Sponsor acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder Sponsor knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder Sponsor understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder Sponsor the right not to release existing Claims of which the Stockholder Sponsor is not aware, unless the Stockholder Sponsor voluntarily chooses to waive this right. Having been so apprised, the Stockholder Sponsor nevertheless hereby voluntarily elects to and does waive any the rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.113(b), in each case, effective as of the Effective TimeClosing. The Stockholder Sponsor acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 3(b) and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 3 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger AgreementAgreement (including with respect to any Acquiror Transaction Expenses), any of the Ancillary Agreements Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Insider Letter, (C) the Registration Rights Agreement; , dated as of November 12, 2020, by and among Acquiror, Sponsor and the other Holders party thereto, (D) the Expense Advancement Agreement, dated as of November 12, 2020, by and between Acquiror and Sponsor, the promissory note, dated as of November 12, 2020 by Acquiror in favor of the Sponsor, and any other promissory notes and/or expense advance agreements entered into by and between Acquiror and Sponsor prior to the Closing without violation of the terms of the Merger Agreement, or (CE) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement PIPE Subscription Agreements to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Companyparty, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), terms; (ii) any rights with respect to the capital stock or warrants of the Company Acquiror owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger AgreementParty. (d) Notwithstanding the foregoing provisions of this Section 1.113, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto. Notwithstanding anything to the contrary contained herein, Sponsor and Acquiror (and each of their respective Affiliates) shall be deemed not to be Affiliates of each other for purposes of this Section 3.

Appears in 1 contract

Sources: Sponsor Support Agreement (CF Finance Acquisition Corp. III)

Waiver and Release of Claims. The Stockholder hereby covenants In consideration of the payments and agrees as follows: (a) Subject benefits to be made under the Separation and conditioned upon the Effective TimeConsulting Agreement, effective dated as of November 30, 2005 (the Effective Time “Separation Agreement”), to which ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Employee”) and Pregis Holding I Corporation, a Delaware corporation (“Pregis I”), and its wholly owned subsidiaries, Pregis Holding II Corporation, a Delaware corporation (“Pregis II”), Pregis Corporation, a Delaware corporation (“Pregis”), Pregis Innovative Packaging Inc. (f/k/a Pactiv Protective Packaging Inc.), a Delaware corporation (“Pregis Packaging”), and Hexacomb Corporation, an Illinois corporation (“Hexacomb,” and together with Pregis I, Pregis II, Pregis and Pregis Packaging, the “Companies”) (each of the Employee and the Companies, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which the Employee acknowledges, the Employee, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Companies and each of its or their subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and subject to the limitations set forth in paragraph (c) belowfiduciaries thereof), and the Stockholder, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors predecessors and agents, and any other person or entity claiming by, through, or under any assigns of each of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Company Released Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally of and irrevocably release, waive and forever discharge the Acquiror, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, actions, causes of action, complaints, charges, demands, rights, damages, judgmentsdebts, causes sums of action money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of any whatever kind or nature whatsoeverin law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which it otherwise and whether now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, which the Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or related in any way connected with the Employee’s service to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as any member of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. Affiliated Group (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to predecessors thereof) in any capacity, or the extent applicable)termination of such service in any such capacity, (ii) any rights with respect to the capital stock for severance or warrants of the Company owned by such Releasing Party vacation benefits, unpaid wages, salary or the promissory notes issued by the Company to such Releasing Partyincentive payments, or (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) for any Claims violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (v) for indemnificationemployment discrimination under any applicable federal, contributionstate or local statute, set-offprovision, reimbursement order or similar rights pursuant to regulation, and including, without limitation, any certificate of incorporation or bylaws claim under Title VII of the Acquiror Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), the Illinois Human Rights Act, and any similar or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.11analogous state statute, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.excepting only:

Appears in 1 contract

Sources: Separation and Consulting Agreement (Hexacomb CORP)

Waiver and Release of Claims. This "Disclaimer; Waiver and Release of Claims" provision, without any changes, modifications, deletions or revisions, must be included in all ACBR Form documents that include any reference to ACBR The Stockholder parties hereto hereby covenants acknowledge and agrees as follows: agree that: (aA) Subject THIS DOCUMENT HAS IMPORTANT CONSEQUENCES, LEGAL, FINANCIAL AND OTHERWISE, AND ACBR HAS ADVISED THE PARTIES THAT THEY SHOULD EACH CONSULT WITH AN ATTORNEY OR OTHER PROFESSIONAL OF THEIR CHOICE WITH RESPECT TO THE TERMS OF, AND/OR THE COMPLETION, MODIFICATION AND/OR EXECUTION OF, THIS DOCUMENT ; (B) form documents by their nature are designed to be of general application, and conditioned upon may not be applicable to specific facts and circumstances, may not address a given party"s specific conditions or requirements and/or may not reflect the Effective Time, effective as relative bargaining or negotiations of the Effective Time parties, as such variables may arise on any given transaction; (and subject C) to avoid any possible misunderstanding or confusion as to the limitations set forth in paragraph original form of this document and any revisions, modifications or changes to it, any and all revisions, modifications or changes to the original should be made readily apparent by highlighting, underscoring or other means to distinguish them from the original ACBR form; (cD) below)ACBR has made the original versions of this document and other document forms available to ACBR's members as a service, but makes no representation or warranty, express or implied, as to the Stockholdersuitability or applicability of the terms and conditions of, on behalf or the enforceability of, this document or other document farms; (E) ACBR document forms are updated by ACBR from time to time, and ACBR strongly recommends to the parties that they use the most current, updated versions of itself any such document forms; and (F) by executing this document the parties hereto each hereby waive and release ACBR, its Affiliates and its and their respective successorsofficers, assignsdirectors, representativesmembers, administrators, executors employees and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, demands and/or causes of action and liabilities of any nature whatsoever(whether known or unknown) arising out of, whether pertaining to or not known, suspected or claimed, arising resulting directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter use of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYform document.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Commercial Sales Agreement (Wells Real Estate Fund Xiv Lp)

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to and conditioned upon the Effective TimeClosing, effective as of the Effective Time Closing (and subject to the limitations set forth in paragraph (cd) below), the StockholderSponsor, on behalf of itself and its Affiliates (other than Acquiror and its subsidiaries) and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Sponsor Releasing Party” and, collectively, the “Sponsor Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, Acquiror shall not be deemed a Sponsor Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, Acquiror and each of their its past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time Closing (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder Subject to and conditioned upon the Closing, effective as of the Closing (and subject to the limitations set forth in paragraph (d) below), Acquiror on behalf of itself, the EMEA Companies and its other Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Acquiror Releasing Party” and, collectively, the “Acquiror Releasing Parties,” and together with the Sponsor Releasing Parties, the “Releasing Parties”) does hereby unconditionally and irrevocably release, waive and forever discharge each of Sponsor and each of its past and present directors, officers, employees and agents, predecessors, successors, assigns and Subsidiaries from any and all past or present Claims. (c) Each Releasing Party acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder each Releasing Party acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (cd) Notwithstanding the foregoing provisions of this Section 1.11 3 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Insider Letter, (C) the Forward Purchase Contract, (D) the expense advancement agreement, dated as of March 11, 2021, by and between Acquiror and Sponsor, (E) the promissory note, dated as of March 11, 2021, the promissory note, dated as of March 9, 2022 and the promissory note, dated as of June 30, 2022, in each case by Acquiror in favor of Sponsor, and any other promissory notes and/or expense advance agreements entered into by and between Acquiror and Sponsor prior to the Closing without violation of the terms of the Merger Agreement; (F) the Engagement Letter between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co. and Acquiror, dated October 7, 2022; or (CG) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement Transactions to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the CompanyAcquiror Disclosure Letter, as each such agreement or instrument described in this clause (i) may be amended prior to the date hereof in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company Acquiror owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company Acquiror Disclosure Letter or as contemplated by Section 7.01 5.2 of the Merger Agreement; or (iv) the performance of all or any portion of any transaction (excluding the payment of amounts due other than under Sponsor loans as provided in Section 2.6(c)(ii) of the Merger Agreement) arising in the Ordinary Course outstanding as of the Closing. (de) Notwithstanding the foregoing provisions of this Section 1.113, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Sponsor Support Agreement (CF Acquisition Corp. VIII)

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject In return for the benefits conferred by this Separation Agreement, which You acknowledge exceed the amounts which You would otherwise be entitled to and conditioned upon the Effective Timereceive, effective as of the Effective Time (and subject to the limitations set forth in paragraph (c) below), the StockholderYou, on behalf of itself Yourself and its Affiliates Your marital community, and its Your heirs, executors, administrators and their respective successors, assigns, representativeshereby release in full and forever discharge, administratorsacquit and hold harmless the Company, executors and agents, and any other person or entity claiming by, through, or under including any of the foregoing (each a “Releasing Party” andCompany's past or present parents, collectivelysubsidiaries or otherwise affiliated corporations, the “Releasing Parties,” providedpartnerships, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Companyor other business entities or enterprises, and each all of its or their past and or present directorsaffiliates, officersrelated entities, employeespartners, agentssubsidiaries, insurers, predecessors, successors, assigns, directors, officers, shareholders, members, investors, attorneys, accountants, representatives, agents and Subsidiariesemployees (these entities/persons together with Company are collectively referred to as "Associated Persons"), from any and all past or present claims, causes of action, suits, liabilities, demands, damages, judgmentsincluding damages for pain and suffering and emotional harm, causes charges, controversies, expenses and obligations of action and liabilities of any nature whatsoeverevery nature, character or kind, whether contractual, monetary, or not known, suspected or claimed, arising directly or indirectly from non-monetary in nature that arise at any act, omission, event or transaction occurring (or any circumstances existing) at or time prior to the Effective Time date You sign this Agreement (each a “Claim” and, collectively, the “collectively "Claims"). (b) The Stockholder acknowledges that it may hereafter discover facts in addition . This release includes all Claims whether they are now known to You or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknownlater discovered by You, suspected or unsuspected, and regardless of whether the Claims are mature or contingent, including, but not limited to, any Claims which in any manner or fashion arise from or relate to Your employment with us, any contractual agreements between You and us, or Your separation from employment with us, including without limitation any claims for damages, equitable relief, attorney fees or costs. This release specifically includes, but is not limited to, all Claims arising out from or relating to Your employment with the Company or Your provision of services to the Company or related to the termination of such employment or services. You do not waive or release any claims or other matters purported to be released pursuant to rights that may arise after the date You sign this Section 1.11Agreement, in each casenor does this waiver and release preclude either party from filing a lawsuit for the exclusive purpose of enforcing its rights under this Agreement. This release includes, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver but is an essential and material term of the release provided pursuant to this Section 1.11 and thatnot limited to, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise You might have for reinstatement, reemployment, or for additional compensation, including without limitation any Claim for any past, current or future wages, bonuses, commissions, fees, payments, incentive payments, sick leave pay-out, extended illness bank pay-out, severance pay, expenses, salary, unvested stock options, vacation pay, fees or costs, losses, penalties or benefits. Without limitation, it applies to Claims for damages or other personal remedies that You might have under any federal, state and/or local law, statutory, regulatory or are based upon the terms of (A) this Support Agreementcommon, the Merger Agreementdealing with employment, any of the Ancillary Agreements tort, contract, wage and hour, civil rights or any other documentmatters, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreementincluding, business combination marketing agreementby way of example and not limitation, financial advisory agreementapplicable civil rights laws, engagement letter or any similar agreement in respect retaliation, federal and state whistleblower laws, Title VII of the transactions contemplated by Civil Rights Act of 1964, the Merger Post-War Civil Rights Act of 1964, the Post-War Civil Rights Acts (42 USC Sections 1981-1988), the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the National Labor Relations Act, the Employee Retirement Income Security Act (excluding COBRA), the Vietnam Era Veterans Readjustment Assistance Act, the Fair Credit Reporting Act, the Occupational Safety and Health Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Health Insurance Portability and Accountability Act of 1995, the Rehabilitation Act of 1973, the Equal Pay Act of 1963 and Executive Order 11246, and any regulations under such laws. This release further applies to any Claims or right to personal damages, benefits or other personal legal or equitable remedies that You may have as a result of filing any complaint, charge or other action before any administrative agency. Separation Agreement Exhibit A You have read and intend to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules waive Section 1542 of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants Civil Code of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing PartyState of California, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or which provides as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.follows:

Appears in 1 contract

Sources: Executive Employment Agreement (CohBar, Inc.)

Waiver and Release of Claims. The Stockholder In consideration for allowing Athlete to become a participant in TriLife Coaching training program (“Program”), Athlete hereby knowingly, voluntarily, unconditionally, irrevocably, and forever releases, waives, discharges, and covenants not to ▇▇▇ TriLife Coaching Inc., ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, and agrees as follows: (a) Subject to and conditioned upon the Effective Timeany other owners, effective as of the Effective Time associates, assistants, administrators, designees, licensees, officers, directors, employees, contractors (and subject to the limitations set forth in paragraph (c) belowall employees of such contractors), representatives, agents, sponsors, or other personnel (collectively, the Stockholder“Releasees”), on behalf of itself and its Affiliates and its and their respective successorsthemselves, assigns, representativesexecutors, administrators, executors heirs, next of kin, successors and agentsassigns, or anyone else who might claim or ▇▇▇ on his/her/their behalf; for, of, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, suits, actions, causes of action, liabilities, demands, damages, losses, judgments, causes debts, dues, payments, sums of action money, liens, executions, responsibilities and liabilities accounts, costs, or expenses, of any nature whatsoever, whether including in law or not knownequity, suspected contingent or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favornon-contingent, known or unknown, suspected or unsuspected, arising out of foreseen or related to claims unforeseen, matured or other matters purported to be released pursuant to this Section 1.11unmatured, accrued or unaccrued, asserted or unasserted, liquidated or unliquidated, whether past, present, or future, in each caseany way relating to or arising from Athlete’s enrollment in or participation with TriLife (“Claims”), effective as of even if the Effective Time. The Stockholder acknowledges risks and agrees liabilities that the foregoing waiver Athlete is an essential and material term of the release provided pursuant to releasing by this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that Agreement arise under or are based upon the terms of (A) this Support Agreementout of the ordinary negligence or carelessness, whether active or passive, of one or more of the Merger AgreementReleasees, or (B) from any hidden, latent, or obvious defects in any of the Ancillary Agreements facilities or equipment used, of one or more of the Releasees, which Athlete has, owns, or holds, either now or at any other documenttime, certificate against the Releasees. Without limiting the generality of the foregoing, this waiver and release includes, but is not limited to, (1) Claims relating to personal injury, illness, or Contract executed or delivered in connection with the Merger Agreementdeath; (B2) damage to, or loss or theft of, property (including, but not limited to, personal items, cars, bikes, and money); (3) the Registration Rights Agreement; receipt of medical care or treatment for any physical or mental condition (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto at Athlete’s sole cost); (4) use of any liability of any kind facilities, services, premises, and equipment; (5) exposure to any other party hereto.inclement weather; and

Appears in 1 contract

Sources: Coaching Service Contract

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to and conditioned upon the Effective Time, effective for all purposes as of the Effective Time (date hereof and subject to as of the limitations set forth in paragraph (c) below)date of the Closing, the Stockholder, each Executing Selling Shareholder acknowledges and agrees on behalf of itself and each of its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, trustees, beneficiaries, directors, officers, estate, successors and any assigns (each, a “Releasing Party”) that each hereby releases and forever discharges the Company, each other person or entity claiming by, through, or under any of Selling Shareholder and the foregoing Purchaser (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, Beneficiary”) and each of their past and present such Beneficiary’s respective Subsidiaries, Affiliates, directors, officers, employees, representatives, agents, predecessorsmembers, stockholders, successors, assignspredecessors and assigns (each, a “Released Party” and Subsidiariescollectively, the “Released Parties”) from any and all past or present claims, demands, damages, judgments, causes of action and liabilities claims of any nature whatsoeverand extent whatsoever and relating to the Company, the Company’s business or operations or any agreement between the Company and such Releasing Party (including the Shareholders Agreement) such Releasing Party may have or assert it has against any of the Released Parties, from the beginning of time through the time immediately prior to and including the Closing and the transactions contemplated thereby, or whether or not knownthe facts that could give rise to or support a claim are known or should have been known to the Releasing Party (each of the foregoing, suspected a “Selling Shareholder Claim”); provided, however, the foregoing release shall not apply to any claims (i) relating to Purchaser’s failure to perform any of its obligations, undertakings or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (covenants set forth in this Agreement or any circumstances existingof the agreements contemplated by the Transactions, (ii) at relating to accrued vacations or prior the payment of any sum due to such Executing Selling Shareholder for the performance of such Executing Selling Shareholder’s corporate officer or employee duties in the ordinary course of business, and (iii) made by an Executing Selling Shareholder that has indemnified an Indemnitee on the grounds of the Company’s or the Management’s intentional misrepresentation, intentional breach or fraud against the relevant director(s), officer(s), employee(s), representative(s) or agent(s) who actually committed such intentional misrepresentation, intentional breach or fraud; provided, however that the release shall apply to the Effective Time (each a “Claim” and, collectively, the “Claims”)Company. (b) The Stockholder acknowledges Each Executing Selling Shareholder, on behalf of each Releasing Party, further covenants and agrees that it may such Releasing Party has not heretofore sold, transferred, hypothecated, conveyed or assigned, and shall not hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of ▇▇▇ any Released Party upon, any Selling Shareholder Claim released under this Support AgreementSection 1.11(b), and that it may hereafter come to have a different understanding of each Releasing Party shall indemnify and hold harmless the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release Released Parties against any and all Claims. In furtherance of this intention, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery loss or existence liability on account of any actions brought by such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, Releasing Party or such other comparable statute, rule, regulation Releasing Party’s assigns or order, prosecuted on behalf of such Releasing Party and elects relating to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be any Selling Shareholder Claim released pursuant to under this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement1.11(b). (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything Anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or dischargenotwithstanding: (i) any Claims that arise under or are based the foregoing release is conditioned upon the terms of (A) this Support Agreement, the Merger Agreement, any consummation of the Ancillary Agreements Closing and shall become null and void, and shall have no effect whatsoever, without any action on the part of any person or any other documententity, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect upon termination of the transactions contemplated by the Merger this Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms terms; and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) should any rights with respect provision of this release be found, held, declared, determined, or deemed by any court of competent jurisdiction to be void, illegal, invalid or unenforceable under any applicable statute or controlling law, the capital stock or warrants legality, validity, and enforceability of the Company owned by such Releasing Party or remaining provisions will not be affected and the promissory notes issued by the Company to such Releasing Partyillegal, invalid, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant unenforceable provision will be deemed not to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of be a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions part of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party heretorelease.

Appears in 1 contract

Sources: Share Purchase Agreement (InvenSense Inc)

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to and conditioned upon the Effective Time, effective for all purposes as of the Effective Time (and subject to the limitations set forth in paragraph (c) below)Closing, the Stockholdereach Company Securityholder, severally and not jointly with any other Company Securityholder, acknowledges and agrees on behalf of itself and each of its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, trustees, beneficiaries, directors, officers, Affiliates, estate, successors and any other person or entity claiming byassigns (each, througha “Releasing Party”) that each hereby releases and forever discharges the Company, or under any of the foregoing each Company Securityholder and Acquirer (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, Beneficiary”) and each of their past and present such Beneficiary’s respective subsidiaries, affiliates, directors, officers, employees, representatives, agents, predecessorsmembers, stockholders, successors, assignspredecessors and assigns (each, a “Released Party” and Subsidiariescollectively, the “Released Parties”) from any and all past Shareholder Claims such Releasing Party may have or present claims, demands, damages, judgments, causes of action and liabilities of assert against any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunderReleased Parties, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance from the beginning of this intention, time through the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 time of the California Civil Code (or any analogous law of any other state)Closing and following the Closing, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, each case whether known or unknown, suspected or unsuspected, arising out of whether or related not the facts that could give rise to claims or other matters purported support a Shareholder Claim are known or should have been known; except with regard to be released its rights pursuant to this Section 1.11Agreement, the other Transaction Documents and the Transactions. In this Agreement a “Shareholder Claim” shall mean any claims, suits, demands, causes of action, cross-claims, counter claims, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, contracts, covenants, obligations, debts, costs, expenses, attorneys’ fees and liabilities claim or other rights, of whatever kind or nature, in each caselaw or in equity, effective as by statute or otherwise, related to the Company or the Transactions, (A) including: (i) with regard to any Company Securities other than the Company Securities set forth in the Spreadsheet with respect to such Person, (ii) to receive any portion of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term Aggregate Consideration or any other form, amount or value of the release provided consideration payable to any Company Securityholder pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. , other than as specifically set forth in the Spreadsheet (csubject to any adjustments contemplated in this Agreement), (iii) Notwithstanding with respect to the foregoing authority or enforceability to enter into this Agreement, the Share Purchase or any of the Transactions, or (iv) any bonuses payable with respect to any period prior to the Closing, but (B) specifically excluding (i) Acquirer’s failure to pay the Aggregate Consideration in accordance with and subject to the provisions of this Section 1.11 Agreement (subject to any adjustments contemplated in this Agreement) or anything to the contrary set forth herein, the Releasing Parties do not release other breach by Acquirer of this Agreement or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable)Transaction Documents, (ii) rights relating to any rights with respect to employment payment, including salary, bonuses approved by the capital stock or warrants board of the Company owned by following the Closing, accrued vacation, any other employee compensation and/or benefits, any amounts set forth in this Agreement to be paid to such Releasing Party and unreimbursed expenses (provided all such salary payments shall be only in the ordinary course of business or the promissory notes issued by otherwise specified in the Company to such Releasing PartyDisclosure Schedule), or and (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar the exercise of rights pursuant to any certificate of incorporation or bylaws of under the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger AgreementCompany’s D&O insurance policy. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Share Purchase Agreement (Ondas Holdings Inc.)

Waiver and Release of Claims. The Stockholder parties hereto hereby covenants acknowledge and agrees as follows: agree that: (a) Subject THIS DOCUMENT HAS IMPORTANT CONSEQUENCES, LEGAL, FINANCIAL AND OTHERWISE, AND THE PARTIES ACKNOWLEDGE THEY SHOULD CONSULT WITH AN ATTORNEY OR OTHER PROFESSIONAL OF THEIR CHOICE WITH RESPECT TO THE TERMS OF, AND/OR THE COMPLETION, MODIFICATION AND/OR EXECUTION OF, THIS DOCUMENT; (b) form documents by their nature are designed to be of general application, and conditioned upon may not be applicable to specific facts and circumstances, may not address a given party’s specific conditions or requirements and/or may not reflect the Effective Time, effective as relative bargaining or negotiations of the Effective Time (and subject to the limitations set forth in paragraph parties, as such variables may arise on any given transaction; (c) below)to avoid any possible misunderstanding or confusion as to the original form of this document and any revisions, modifications or changes to it, any and all revisions, modifications or changes to the Stockholderoriginal should be made readily apparent by highlighting, on behalf underscoring or other means to distinguish them from the original form; (d) the GALMLS makes no representation or warranty, express or implied, as to the suitability or applicability of itself the terms and conditions of, or the enforceability of, this document or other document forms; (e) GALMLS forms are updated by GALMLS from time to time, and GALMLS strongly recommends to the parties that they use the most current, updated versions of any such document forms; and (f) by executing this document the parties hereto each hereby waive and release GALMLS, its Affiliates and its and their respective successorsofficers, assignsdirectors, representativesmembers, administrators, executors employees and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, demands and/or causes of action and liabilities of any nature whatsoever(whether known or unknown) arising out of, whether pertaining to or not known, suspected or claimed, arising resulting directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter use of this Support Agreement, and that it may hereafter come to have a different understanding form document or from the listing of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or Property in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYMLS System.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Exclusive Agency Commercial Agency Agreement

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to and conditioned upon the Effective Time, effective as of the Effective Time (and subject to the limitations set forth in paragraph (c) below), the Stockholder, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agentsEach party hereto, and any other person or entity anyone claiming by, through, through or under any of the foregoing such party (each each, a “Releasing Party” and”) hereby waives its right to recover from and fully, finally, absolutely, and irrevocably releases each other party hereto and such other parties’ officers, directors, employees, representatives, agents, affiliates, and each such parties’ direct and indirect constituent owners, and each of the foregoing parties’ successors and assigns (collectively, the “Releasing Released Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, ”) from any and all past claims of any and every character that a Releasing Party may now have against any of the Released Parties for any cost, loss, liability, damage, expense, demand, fine, penalty, action or present cause of action arising from or related to the Loan, the Loan Documents, or any matters related thereto (collectively, “Released Claims”), excluding any obligation of a Released Party arising under this Agreement; provided, however, (y) in no event shall Borrower or Guarantor be released from, nor shall the foregoing waiver and release provisions apply to, any of the Continuing Obligations, and (z) in the event that any Releasing Party brings any action against a Released Party seeking payment on, or any other relief with respect to, any Released Claim, the foregoing waiver and release of such Releasing Party by such Released Party shall be of no force or effect. The foregoing waiver and release includes claims of which the Releasing Party is presently unaware or which the Releasing Party does not presently suspect to exist which, if known by the Releasing Party, would materially affect the Releasing Party’s release of the Released Parties, and including any and all claims that are direct and/or indirect, contingent or matured, of whatever kind or nature, for or because of any matter or things done, omitted or permitted to be done by any of the Released Parties, at law or in equity. Each Releasing Party understands, acknowledges and agrees that (a) the waiver and release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release, (b) no fact, event, circumstance, evidence, or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the waiver and release set forth above, (c) it realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, judgmentscosts, causes losses and expenses which are presently unknown, unanticipated and unsuspected, and it further agrees, represents and warrants that this release has been negotiated and agreed upon in light of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, realization and that it may hereafter come nevertheless hereby intends to have a different understanding of release, discharge and acquit the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release Released Parties from any and all Claimssuch unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which in any way arise out of, are connected with, or relate to, the Loan, (d) it understands and acknowledges the significance and consequences of the foregoing release and waiver and each has been advised by independent legal counsel concerning the same. In furtherance of this intention, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases each Releasing Party expressly waive any and all rights and benefits conferred upon it may now have, or in by the future may have, under Section 1542 provisions of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order and expressly consents that this Release shall be given full force and effect according to each and all of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this rightits express terms and provisions. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each 1542 provides: Each Releasing Party expressly does not hereby understands and acknowledges the significance and consequences of such release or dischargeand specific waiver of Section 1542 and has been advised by independent legal counsel concerning the same. By: By: By: Borrower’s Initials Guarantor’s Initials Lender’s Initials Each Releasing Party hereby represents and warrants that (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any it owns all of the Ancillary Agreements or any other documentpurported claims, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreementrights, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect demands and causes of the transactions contemplated action that it is releasing by the Merger Agreement to which a Releasing Party may be a party foregoing release and that (no other person or entity has any interest in each case) is expressly disclosed in the Schedules said claims, rights, demands or causes of the Company, as each such agreement action by reason of any contract or instrument described in this clause (i) may be amended in accordance dealing with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or and (iiiii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind it has not assigned to any other party heretoperson or entity all or any part of such claims, rights, demands or causes of action.

Appears in 1 contract

Sources: Discounted Payoff Agreement (Zhone Technologies Inc)

Waiver and Release of Claims. The Stockholder hereby Sponsor covenants and agrees as follows: (a) Subject to and conditioned upon the Effective Time, effective as of the Effective Time (and Closing, subject to the limitations set forth in paragraph (c) below), the Stockholder, Sponsor on behalf of itself and its Affiliates and its and their respective Affiliates, successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge each of the AcquirorCompany, the Company’s Affiliates, SPAC, PubCo, Merger Sub 1 and Merger Sub 2 and each of their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time Closing (each a “Claim” and, collectively, the “Claims”); provided, however, that the release, waiver and discharge by Sponsor’s Affiliates is limited to Claims that arise from the Transactions. (b) The Stockholder Sponsor acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder Sponsor acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 3 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Insider Letter, (C) the Amended and Restated Forward Purchase Contract, dated as of ________, 2021, by and between Sponsor and PubCo, (D) the registration rights agreement, dated as of January 28, 2021, by and among SPAC, Sponsor and the other Holders party thereto, (E) the expense advancement agreement, dated as of January 28, 2021, by and between SPAC and Sponsor, the promissory note, dated as of January 28, 2021 by SPAC in favor of the Sponsor, and any other promissory notes and/or expense advance agreements entered into by and between SPAC and Sponsor prior to the Closing without violation of the terms of the Merger Agreement; or (CF) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger PIPE Subscription Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Companyparty, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable)terms, (ii) any rights with respect to the capital stock or warrants of the Company SPAC owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror SPAC or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror SPAC or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger AgreementParty. (d) Notwithstanding the foregoing provisions of this Section 1.113, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto. Notwithstanding anything to the contrary contained herein, Sponsor and SPAC (and each of their respective Affiliates) shall be deemed not to be Affiliates of each other for purposes of this Section 3.

Appears in 1 contract

Sources: Sponsor Support Agreement (CF Acquisition Corp. V)

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to Each Seller, for itself and conditioned upon the Effective Time, effective as of the Effective Time (and subject to the limitations set forth in paragraph (c) below), the Stockholder, on behalf of itself and (A) its Affiliates and its and their respective successors, assigns, representativesheirs, administratorsbeneficiaries, executors estates, executors, administrators or trustees and agents(B) to the extent permitted under Applicable Law, its current and any other person or entity claiming by, through, or under any of the foregoing former officers and directors (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunderRelevant Persons”), does hereby irrevocably, unconditionally and irrevocably releaseforever acquits, waive releases, waives and forever discharge the Acquiror, discharges Purchaser and the Company, and each of their past and present respective officers, directors, officers, employees, agents, predecessorsdivisions, affiliated corporations, affiliated non-corporation entities, representatives, successors, assignspredecessors and assigns (individually and collectively, and Subsidiaries, the “Released Parties”) from any and all past or past, present claimsand future debts, demandslosses, costs, bonds, suits, actions, causes of action, Liabilities, contributions, attorneys’ fees, interest, damages, judgmentspunitive damages, causes of action and liabilities expenses, claims, potential claims, counterclaims, cross-claims, or demands, in law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, whether that any of the Relevant Persons had, presently has or not known, suspected may hereafter have or claimed, arising directly claim or indirectly from assert to have against any of the Released Parties by reason of any act, omission, event transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or transaction occurring thing that has occurred or existed at any time from the beginning of time up to and including the Closing, that in any way arise from or out of, are based upon or relate to (i) such Relevant Person’s or Relevant Persons’, as applicable, ownership or purported ownership of any Interest or (ii) the negotiation or execution of this Agreement or any circumstances existing) at agreement, instrument, certificate or prior document delivered and/or executed pursuant to Section 1.2 or the Effective Time consummation of the Purchase, except for such Relevant Person’s or Relevant Persons’, as applicable, rights under this Agreement, the Escrow Agreement, and such other instruments and agreements as may be executed by and between such Relevant Person and Purchaser or any of its Affiliates in connection with the Purchase (each a “Claim” and, collectivelyafter taking into account such exceptions, the “Seller Claims”). This release is intended to be complete, global and all-encompassing and specifically includes claims that are known, unknown, fixed, contingent or conditional with respect to the matters described herein. With respect to such Seller Claims, each Seller hereby expressly waives any and all rights conferred upon it by any statute or rule of law that provides that a release does not extend to claims that the claimant does not know or suspect to exist in his, her or its favor at the time of executing the release, which if known by it must have materially affected his, her or its settlement with the released party. (b) The Stockholder acknowledges Each Seller hereby gives any consents or waivers that it are reasonably required for the consummation of the Purchase under the terms of any agreement or instrument to which each Seller is a party or subject or in respect of any rights each Seller may hereafter discover facts have in addition connection with the Purchase (whether such rights exist under the Company LLC Agreement, any Contract to which the Company is a party or different from those by which it now knows is, or believes to be true with respect to any of its assets are, bound under Applicable Law or otherwise). Without limiting the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding generality or effect of the law that may apply to potential claims which it is releasing hereunderforegoing, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily each Seller hereby waives and releases any and all rights to contest or object to the execution and benefits it may now havedelivery of this Agreement, or in the future may have, under Section 1542 consummation of the California Civil Code (Purchase or any analogous law of any to seek damages or other state)legal or equitable relief in connection therewith. Contingent and effective upon the Closing, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not each Seller hereby waives and agrees to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it of first refusal, preemptive rights, rights to notice, rights of co-sale, registration rights, information rights or any similar rights that such Seller may have that are described (whether under Applicable Law, the Company LLC Agreement or otherwise) or could potentially have or acquire in connection with the Purchase, including (i) any rights of first offer in Section 15426.1.4 of the Company LLC Agreement, (ii) rights of first refusal in Section 6.1.6 of the Company LLC Agreement and (iii) the treatment of the Purchase as a Transfer under, and as such term is defined in, the Company LLC Agreement. From and after the Closing, each Sellers’ right to receive consideration on the terms and subject to the conditions set forth in this Agreement and the Escrow Agreement shall constitute each Seller’s sole and exclusive right against Purchaser or the Company in respect of such Seller’s ownership of any Interest or any agreement or instrument with the Company pertaining to any Interest or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective Seller’s status as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreementa Member. (c) Notwithstanding the foregoing provisions Each Seller, on behalf of each Relevant Person, further covenants and agrees that such Relevant Person has not heretofore sold, transferred, hypothecated, conveyed or assigned, and shall not hereafter ▇▇▇ any Released Party upon, any Seller Claim released under this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge3.6, and that each Releasing Party expressly does not release Relevant Person shall indemnify and hold harmless the Released Parties against any loss or discharge: (i) liability on account of any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned actions brought by such Releasing Party or the promissory notes issued by the Company to such Relevant Person’s assigns or prosecuted on behalf of such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant Party and relating to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Seller Claim released under this Section 7.01 of the Merger Agreement3.6. (d) Notwithstanding anything to the contrary in this Section 3.6, the foregoing provisions releases and covenants shall not apply to any claims (i) relating to Purchaser’s failure to pay and/or deliver the Purchase Consideration in accordance with this Agreement and the Escrow Agreement and/or (ii) relating to Purchaser’s failure to perform any of its obligations, undertakings or covenants set forth in this Agreement and the Escrow Agreement. (e) Notwithstanding anything to the contrary: (i) the foregoing release is conditioned upon the consummation of the Closing and shall become null and void, and shall have no effect whatsoever, without any action on the part of any Person and (ii) should any provision of this Section 1.11release be found, nothing contained in this Support Agreement held, declared, determined, or deemed by any court of competent jurisdiction to be void, illegal, invalid or unenforceable under any Applicable Law, the legality, validity, and enforceability of the remaining provisions shall not be affected and the illegal, invalid, or unenforceable provision shall be construed as an admission by any party hereto deemed not to be a part of any liability of any kind the release pursuant to any other party heretothis Section 3.6.

Appears in 1 contract

Sources: Interest Purchase Agreement (LendingClub Corp)

Waiver and Release of Claims. The Stockholder hereby Each Supporting Holder covenants and agrees agrees, severally with respect to such Supporting Holder only and not with respect to any other Supporting Holder, as follows: (a) Subject to and conditioned Effective upon the Effective TimeClosing, effective as in consideration for the undersigned Supporting Holder’s portion of the Effective Time (and subject to the limitations set forth in paragraph (c) below)Merger Consideration, the Stockholdersuch Supporting Holder, on behalf of itself himself, herself or itself, and his, her or its Affiliates and its equityholders (if the Supporting Holder is an entity) and each of their respective successors, successors and assigns, representativeshereby fully, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably releasewaives, waive releases, acquits and forever discharge discharges the Acquiror, SPAC Parties and the Company, and each Subsidiary and Affiliate of the foregoing and their respective Representatives and equityholders, and each of their past respective successors and present directorsassigns (collectively, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, “Released Parties”) from any and all past or present claims, suits, demands, debts, accounts, covenants, contracts, arrangements, promises, obligations, damages, judgments, debts, dues, or liabilities of any kind, actions, and causes of action of every kind and liabilities of nature, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses), in law or equity (“Action”), which the Supporting Holder has or may have against any nature whatsoeverReleased Party, whether known or not knownunknown, suspected or claimedunsuspected, arising directly accrued or indirectly from any actfixed, omissionabsolute or contingent, event matured or transaction occurring unmatured, determined or determinable, and that now exist or may hereafter exist (collectively, “Claims”) solely to the extent such Claims arise or any circumstances existing) at or relate to the Supporting Holder’s capacity as an equityholder of the Company prior to the Effective Time Closing (each a “Claim” and, collectively, the “Released Claims”); provided, however, that this Section 4.7 shall not limit (i) the Supporting Holder’s rights under the Merger Agreement, any other Transaction Agreements or other business, commercial relationships or transactions between the parties, (ii) the obligations of SPAC, Merger Sub or the Surviving Entity under the Merger Agreement or any other Transaction Agreements, or (iii) the obligations of the Company to indemnify, defend and hold harmless the directors and officers of the Company and, if applicable, Supporting Holders under the Merger Agreement, the Organizational Documents of the Company or the Surviving Entity, any indemnification agreement and applicable law. The Supporting Holder shall refrain from directly or indirectly asserting any claim or commencing (or causing to be commenced) any Action of any kind before any Governmental Authority against any Released Party based upon any Released Claim. The release contained herein is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, law, implied or express contract, discrimination of any sort or any other grounds. To the extent permitted by applicable Law, the undersigned Supporting Holder expressly waives the benefit of any Law, which, if applied to the release set forth herein, would otherwise exclude from its binding effect any claim not known on the date hereof to exist. (b) The Stockholder Supporting Holder represents and acknowledges that: (i) he, she or it has read this release and understands its terms and has been given an opportunity to ask questions of the Company’s Representatives and (ii) in signing this release he, she or it does not rely, and has not relied, on any representation or statement not set forth in this release made by any Representative of the Company or anyone else with regard to the subject matter, basis or effect of this release or otherwise. The Supporting Holder further represents and acknowledges that he, she or it may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of this Support Agreementherein, and that he, she or it may hereafter come to have a different understanding of the law Law that may apply to potential claims which it the undersigned is releasing hereunder, but it the undersigned affirms that, except as is otherwise specifically provided hereinabove, it is his, her or its intention to fully, finally and forever settle and release any and all Released Claims. In furtherance of this intention, the Stockholder Supporting Holder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support AgreementLaw. (c) Notwithstanding the foregoing provisions of this Section 1.11 The Supporting Holder acknowledges that he, she or anything to the contrary set forth herein, the Releasing Parties do not release or dischargeit may execute, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreementmay have executed, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered additional releases in connection with the Merger Agreement; (B) Merger, and for the Registration Rights Agreement; or (C) any underwriting agreementavoidance of doubt, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated Supporting Holder will be bound by the Merger Agreement each release to which a Releasing Party may be he, she or it is a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may releases will be amended in accordance with its terms cumulative and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and not exclusive to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreementone another. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Support Agreement (Aries I Acquisition Corp.)

Waiver and Release of Claims. The Stockholder hereby Sponsor covenants and agrees as follows: (a) Subject to and conditioned upon the Effective TimeClosing, effective as of the Effective Time Closing (and subject to the limitations set forth in paragraph (c) below), the StockholderSponsor, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the AcquirorPurchaser, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the AcquirorPurchaser, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time Closing (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder Sponsor acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder Sponsor acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder Sponsor knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder Sponsor understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder Sponsor the right not to release existing Claims of which the Stockholder Sponsor is not aware, unless the Stockholder Sponsor voluntarily chooses to waive this right. Having been so apprised, the Stockholder Sponsor nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.113, in each case, effective as of the Effective TimeClosing. The Stockholder Sponsor acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 3 and that, without such waiver, the Acquiror Purchaser and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 3 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Insider Letter, (C) the Registration Rights Agreement; or (CD) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the CompanyPurchaser Disclosure Schedules, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company Purchaser owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror Purchaser or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror Purchaser or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company Purchaser Disclosure Schedule or as contemplated by Section 7.01 5.18 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.113, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Sponsor Support Agreement (Colombier Acquisition Corp.)

Waiver and Release of Claims. The Stockholder hereby Sponsor covenants and agrees as follows: (a) Subject to and conditioned upon the Effective Time, effective as of the Effective Time (and Closing, subject to the limitations set forth in paragraph (c) below), the StockholderSponsor, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, each of the Company, Acquiror, Merger Sub and each of their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time Closing (each a “Claim” and, collectively, the “Claims”), including any and all Claims arising out of or relating to (i) a Releasing Party’s capacity as a current or former stockholder, officer or director, manager, employee or agent of Acquiror or any of its predecessors or Affiliates (or its capacity as a current or former trustee, director, officer, manager, employee or agent of any other entity in which capacity it is or was serving at the request of Acquiror or any of its Subsidiaries) or (ii) any Contract with Acquiror or any of its Subsidiaries entered into or established prior to the Closing, with the effect that any such Contract, including any provision purporting to survive termination of such Contract and without regard to any notice requirement thereunder, is hereby terminated in its entirety with respect to Sponsor. (b) The Stockholder Sponsor acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder Sponsor acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder Sponsor knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder Sponsor understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder Sponsor the right not to release existing Claims of which the Stockholder Sponsor is not aware, unless the Stockholder Sponsor voluntarily chooses to waive this right. Having been so apprised, the Stockholder Sponsor nevertheless hereby voluntarily elects to and does waive any the rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.113(b), in each case, effective as of the Effective TimeClosing. The Stockholder Sponsor acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 3(b) and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 3 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Insider Letter, (C) the Registration Rights Agreement; , dated as of August 26, 2020, by and among Acquiror, Sponsor and the other Holders party thereto, (D) the Expense Advancement Agreement, dated as of August 26, 2020, by and between Acquiror and Sponsor, and the Promissory Note, dated as of August 26, 2020, by Acquiror in favor of Sponsor, and any other promissory notes and/or expense advance agreements entered into by and between Acquiror and Sponsor prior to the Closing without violation of the terms of the Merger Agreement, or (CE) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement PIPE Subscription Agreements to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Companyparty, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), terms; (ii) any rights with respect to the capital stock or warrants of the Company Acquiror owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger AgreementParty. (d) Notwithstanding the foregoing provisions of this Section 1.113, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto. Notwithstanding anything to the contrary contained herein, Sponsor and Acquiror (and each of their respective Affiliates) shall be deemed not to be Affiliates of each other for purposes of this Section 3.

Appears in 1 contract

Sources: Sponsor Support Agreement (CF Finance Acquisition Corp II)

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to Effective for all purposes, and conditioned upon contingent upon, the Effective TimeClosing, effective as each (i) Selling Shareholder, by executing this Agreement, (ii) holder of the Effective Time Company Options, by executing an Optionholder Joinder Letter, and (and subject to the limitations set forth in paragraph (cii) belowholder of Company Warrants, by executing Notice of Irrevocable Conditional Exercise of Warrant), the Stockholder, hereby acknowledges and agrees on behalf of itself and each of its Affiliates agents (other than the Holder Representative, solely in its capacity as such), trustees, beneficiaries, directors, officers, Affiliates, estate, successors and its assigns (each, a “Releasing Party”) that each hereby releases and their respective successorsforever discharges the Company, assigns, representatives, administrators, executors and agentseach Equityholder, and any other person or entity claiming by, through, or under any of the foregoing Purchaser (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, Beneficiary”) and each of their past and present such Beneficiary’s respective Affiliates, directors, officers, employees, representatives, agents, predecessorsmembers, stockholders, successors, assignspredecessors and assigns (each, a “Released Party” and Subsidiariescollectively, the “Released Parties”) from any and all past Equityholder Claims such Releasing Party may have or present claims, demands, damages, judgments, causes of action and liabilities of assert it has against any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunderReleased Parties, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance from the beginning of this intention, time through the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 time of the California Civil Code (or any analogous law of any other state)Closing and following the Closing, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, each case whether known or unknown, suspected or unsuspected, arising out of whether or related not the facts that could give rise to claims or other matters purported to be released pursuant to this Section 1.11support a Claim are known or should have been known, in each case, effective solely to the extent involving such Selling Shareholder’s capacity as a shareholders, and/or as an officer and/or director, if applicable, of the Effective TimeCompany and/or its Subsidiary. The Stockholder acknowledges and agrees that In this Agreement an “Equityholder Claim” shall mean: (i) any claim or right to receive any number of Company Shares other than the foregoing waiver is an essential and material term number of Company Shares set forth opposite his, her or its name in the Consideration Allocation Certificate (subject to any changes contemplated in this Agreement, so as to create the Consideration Allocation Certificate); (ii) any claim or right to receive any portion of the release provided Aggregate Consideration or any other form, amount or value of consideration, payable or issuable to any Equityholder pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, than as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms specifically set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if Consideration Allocation Certificate and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company applicable to such Releasing Party, Selling Shareholder; or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant claim with respect to any certificate of incorporation or bylaws the authority to enter into the Transactions and the enforceability of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger AgreementTransactions. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Share Purchase Agreement (Nano Dimension Ltd.)

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to and conditioned upon the Effective Time, effective for all purposes as of the Effective Time (and subject to the limitations set forth in paragraph (c) below)Closing, the StockholderShareholder by execution of this Agreement or by becoming bound by its terms, on behalf of itself and each of its Affiliates heirs, administrators, estates, executors, personal representatives, successors and its assigns (collectively, the “Releasors”), hereby irrevocably releases and forever discharges each of Acquiror, the Company, the Shareholder and Acquiror’s Subsidiaries and each of their respective successorsAffiliates, assignspredecessors, officers, directors, stockholders, members, agents, representatives, administratorssuccessors and assigns (individually, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing PartyReleasee” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, Releasees”) from any and all past or present actions, causes of action, claims, demands, debts, damages, costs, losses, penalties, attorneys’ fees, obligations, judgments, causes of action expenses, compensation, rights and liabilities of any nature whatsoever, in law or equity, whether known or not knownunknown, suspected contingent or claimedotherwise (“Claims”), arising directly which the Releasor now has, may ever have had in the past or indirectly from may have in the future against any of the respective Releasees by reason of any act, omission, event transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or transaction occurring (thing that has occurred or existed at any time from the beginning of time up to and including the Closing that arises from or out of, is based upon or relates to the Company, including without limitation the Releasor’s or any circumstances existing) at other party’s ownership or prior purported ownership or voting rights in respect of any Shares or other securities in the Company or any right to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder acknowledges that it may hereafter discover facts in addition notice relating to any action contemplated by or different from those which it now knows or believes related to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance Claims that the Releasors may have against any of this intentionthe Releasees with respect thereto whether pursuant to any Contract or agreement, breach or alleged breach of fiduciary duty or otherwise; provided, however, that, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now haveReleasor does not relinquish, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: discharge (i) any Claims that arise under rights to payments or are based upon performance of any obligations pursuant to this Agreement or the Transaction Documents, or the transactions contemplated hereby or thereby (including disbursements from the Indemnity Escrow Fund and the Purchase Price Adjustment Escrow Fund in accordance with the terms of hereof) or (ii) any rights to continuing indemnification under (A) this Support Agreementthe Organizational Documents, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) any indemnification agreement to which Releasor and the Registration Rights Agreement; Company are parties, or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect applicable policy of the transactions contemplated directors’ and officers’ insurance maintained by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Share Purchase Agreement (Ceva Inc)

Waiver and Release of Claims. The Stockholder hereby Sponsor covenants and agrees as follows: (a) Subject to and conditioned upon the Effective Time, effective as of the Effective Time (and Closing, subject to the limitations set forth in paragraph (c) below), the Stockholder, Sponsor on behalf of itself and its Affiliates and its and their respective Affiliates, successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge each of the AcquirorCompany, the Company’s Affiliates, SPAC, PubCo, Merger Sub 1 and Merger Sub 2 and each of their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time Closing (each a “Claim” and, collectively, the “Claims”); provided, however, that the release, waiver and discharge by Sponsor’s Affiliates is limited to Claims that arise from the Transactions. (b) The Stockholder Sponsor acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder Sponsor acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 3 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Insider Letter, (C) the Amended and Restated Forward Purchase Contract, dated as of , 2021, by and between Sponsor and PubCo, (D) the registration rights agreement, dated as of January 28, 2021, by and among SPAC, Sponsor and the other Holders party thereto, (E) the expense advancement agreement, dated as of January 28, 2021, by and between SPAC and Sponsor, the promissory note, dated as of January 28, 2021 by SPAC in favor of the Sponsor, and any other promissory notes and/or expense advance agreements entered into by and between SPAC and Sponsor prior to the Closing without violation of the terms of the Merger Agreement; or (CF) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger PIPE Subscription Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Companyparty, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable)terms, (ii) any rights with respect to the capital stock or warrants of the Company SPAC owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror SPAC or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror SPAC or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger AgreementParty. (d) Notwithstanding the foregoing provisions of this Section 1.113, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto. Notwithstanding anything to the contrary contained herein, Sponsor and SPAC (and each of their respective Affiliates) shall be deemed not to be Affiliates of each other for purposes of this Section 3.

Appears in 1 contract

Sources: Sponsor Support Agreement (Satellogic Inc.)

Waiver and Release of Claims. This “Disclaimer; Waiver and Release of Claims” provision, without any changes, modifications, deletions or revisions, must be included in all ACBR Form documents that include any reference to ACBR. The Stockholder parties hereto hereby covenants acknowledge and agrees as follows: agree that: (aA) Subject THIS DOCUMENT HAS IMPORTANT CONSEQUENCES, LEGAL, FINANCIAL AND OTHERWISE, AND ACBR HAS ADVISED THE PARTIES THAT THEY SHOULD EACH CONSULT WITH AN ATTORNEY OR OTHER PROFESSIONAL OF THEIR CHOICE WITH RESPECT TO THE TERMS OF, AND/OR THE COMPLETION, MODIFICATION AND/OR EXECUTION OF, THIS DOCUMENT; (B) form documents by their nature are designed to be of general application, and conditioned upon may not be applicable to specific facts and circumstances, may not address a given party’s specific conditions or requirements and/or may not reflect the Effective Time, effective as relative bargaining or negotiations of the Effective Time parties, as such variables may arise on any given transaction; (and subject C) to avoid any possible misunderstanding or confusion as to the limitations set forth in paragraph original form of this document and any revisions, modifications or changes to it, any and all revisions, modifications or changes to the original should be made readily apparent by highlighting, underscoring or other means to distinguish them from the original ACBR form; (cD) below)ACBR has made the original versions of this document and other document forms available to ACBR’s members as a service, but makes no representation or warranty, express or implied, as to the Stockholdersuitability or applicability of the terms and conditions of, on behalf or the enforceability of, this document or other document forms; (E) ACBR document forms are updated by ACBR from time to time, and ACBR strongly recommends to the parties that they use the most current, updated versions of itself any such document forms; and (F) by executing this document the parties hereto each hereby waive and release ACBR, its Affiliates and its and their respective successorsofficers, assignsdirectors, representativesmembers, administrators, executors employees and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, demands and/or causes of action and liabilities of any nature whatsoever(whether known or unknown) arising out of, whether pertaining to or not known, suspected or claimed, arising resulting directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter use of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYform document.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Exclusive Listing Agreement for Lease of Real Property

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to Effective for all purposes, and conditioned upon the Effective Time, effective as of the Effective Time (and subject to the limitations set forth in paragraph (c) below)contingent upon, the StockholderClosing, each Selling Shareholder acknowledges and agrees on behalf of itself and each of its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, trustees, beneficiaries, directors, officers, Affiliates, estate, successors and any other person or entity claiming byassigns (each, througha “Releasing Party”) that each hereby releases and forever discharges the Company, or under any of each Equityholder, the foregoing Purchaser and the Parent (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, Beneficiary”) and each of their past and present such Beneficiary’s respective Affiliates, directors, officers, employees, representatives, agents, predecessorsmembers, stockholders, successors, assignspredecessors and assigns (each, a “Released Party” and Subsidiariescollectively, the “Released Parties”) from any and all past Equityholder Claims such Releasing Party may have or present claims, demands, damages, judgments, causes of action and liabilities of assert it has against any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunderReleased Parties, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance from the beginning of this intention, time through the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 time of the California Civil Code (or any analogous law of any other state)Closing and following the Closing, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, each case whether known or unknown, suspected or unsuspected, arising out of whether or related not the facts that could give rise to claims or other matters purported to be released pursuant to this Section 1.11support a Claim are known or should have been known, in each case, effective solely to the extent involving such Selling Shareholder’s capacity as a shareholders of the Effective TimeCompany. The Stockholder acknowledges and agrees that In this Agreement an “Equityholder Claim” shall mean: (i) any claim or right to receive any number of Company Shares other than the foregoing waiver is an essential and material term number of Company Shares set forth opposite his, her or its name in the Consideration Allocation Certificate (subject to any changes contemplated in this Agreement in accordance with the terms hereof); (ii) any claim or right to receive any portion of the release provided Aggregate Consideration or any other form, amount or value of consideration, payable or issuable to any Equityholder pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, than as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms specifically set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if Consideration Allocation Certificate and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company applicable to such Releasing Party, Selling Shareholder; or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant claim with respect to any certificate of incorporation or bylaws the authority to enter into the Transactions and the enforceability of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger AgreementTransactions. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Share Purchase Agreement (Nano Dimension Ltd.)

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to and conditioned upon the Effective TimeThe Significant Stockholders completely, effective as of the Effective Time (and subject to the limitations set forth in paragraph (c) below), the Stockholder, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Company, and each of their past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle release, relinquish, waive and release any discharge, each on their own behalf and on behalf of all Claims. In furtherance of this intentiontheir respective current, the Stockholder acknowledges that the releases contained herein shall be future and remain in effect as full former officers, directors, stockholders, partners, members, managers, employees, heirs, dependents, executors, administrators, agents, Affiliates, representatives, successors and complete general releases notwithstanding the discovery or existence assigns, from all suits, charges, debts, dues, losses, bills, covenants, contracts, understandings, promises, agreements, variances, trespasses, costs, expenses, claims, liabilities, demands, obligations, penalties, deficiencies, taxes, fines and causes of action of any such additional facts kind or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now havenature whatsoever, whether asserted or in the future may haveunasserted, under Section 1542 of the California Civil Code (accrued or any analogous law of any other state)unaccrued, which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THATanticipated or unanticipated, IF KNOWN BY HIM OR HERfixed or contingent, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542liquidated or unliquidated, conditional or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favorunconditional, known or unknown, suspected whether arising under federal or unsuspectedstate law, under statutory or common law, in contract or in tort, or at law or in equity (collectively, the “Liabilities”), other than those arising out of under or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, Agreement and any of the Ancillary Agreements agreement or any other document, certificate or Contract executed or instrument delivered in connection with the transactions contemplated thereby (including, without limitation, the Support Agreement, the written consent executed by the Significant Stockholders approving the Merger Agreement; Agreement and the transactions contemplated thereby, including the Merger (B) the Registration Rights Agreement“Written Consent”)); or (Cii) provisions of the bylaws or certificate of incorporation of the Company, in each case as in effect immediately prior to Closing, relating to indemnification or advancement rights, known or unknown, filed or contingent, liquidated or unliquidated, whether at law or in equity, direct or indirect, matured or not matured, suspected or unsuspected, which any underwriting agreementof the Significant Stockholders ever had, business combination marketing agreementnow have, financial advisory agreementor hereinafter can or may have, engagement letter against Parent, the Company or any similar agreement of their respective stockholders, directors, officers, partners, members, managers, employees, heirs, dependents, executors, administrators, agents, Affiliates, representatives, successors and assigns (but in respect each case excluding persons who are direct or indirect owners of the Company as of immediately prior to the Effective Time) (collectively, the “Released Parties”), based on acts or events that took place prior to the Closing arising out of or relating to the Company or any of its Subsidiaries, irrespective of whether a Liability is asserted prior to, on or following the Closing of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and Agreement; provided, however, that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of Company’s employees, the Company owned by foregoing shall not release such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar employees’ rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company Benefit Plans or as contemplated by Section 7.01 other rights to reimbursement to which such employee may otherwise be entitled. Each of the Merger AgreementSignificant Stockholders agree that it has executed this Release on its own behalf, and also on behalf of its current, future and former trustees, heirs, dependents, executors, administrators, agents, Affiliates, representatives, successors and assigns. (da) Notwithstanding The Significant Stockholders specifically acknowledge and hereby agree that the foregoing provisions of this Section 1.11Release extend to all of the aforementioned Liabilities, nothing contained whether presently matured or not matured, known or unknown, filed or contingent, whether at law or in equity, direct or indirect, suspected or unsuspected by the Significant Stockholders or any Released Party, and further agree that this Support Agreement shall be construed as constitutes an admission by any party hereto essential, material term of any liability of any kind to any other party heretothis Release.

Appears in 1 contract

Sources: Support and Stockholders Agreement (National Bank Holdings Corp)

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to and conditioned upon the Effective TimeClosing, effective as of the Effective Time Closing (and subject to the limitations set forth in paragraph (cd) below), the StockholderUltimate Parent, on behalf of itself itself, the Holdco Subsidiaries and its other Affiliates (other than Acquiror and its Subsidiaries) and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity in each case, acting in their capacity as such and claiming by, through, or under any of the foregoing (each a “Ultimate Parent Releasing Party” and, collectively, the “Ultimate Parent Releasing Parties,” provided, for the avoidance of doubt, that none of the Acquiror, EMEA Companies shall not be deemed a Ultimate Parent Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge each of the Acquiror, the Company, EMEA Companies and each of their respective past and present directors, officers, employees, employees and agents, predecessors, successors, assigns, assigns and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time Closing (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder Subject to and conditioned upon the Closing, effective as of the Closing (and subject to the limitations set forth in paragraph (d) below), Acquiror on behalf of itself, the EMEA Companies and its other Affiliates (other than the Ultimate Parent Releasing Parties) and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity in each case, acting in their capacity as such and claiming by, through, or under any of the foregoing (each an “Acquiror Releasing Party” and, collectively, the “Acquiror Releasing Parties,” and together with the Ultimate Parent Releasing Parties, the “Releasing Parties”) does hereby unconditionally and irrevocably release, waive and forever discharge each of Ultimate Parent the Holdco Subsidiaries and its other Affiliates (other than Acquiror and its Subsidiaries) and each of their respective past and present directors, officers, employees and agents, predecessors, successors, assigns and Subsidiaries from any and all past or present Claims. (c) Each Releasing Party acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder each Releasing Party acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (cd) Notwithstanding the foregoing provisions of this Section 1.11 5 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) discharge any Claims that arise under or are based upon (i) the terms of (A) this Support Agreement, the Merger Agreement, this Agreement or any of the other Ancillary Agreements Agreements, or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) , the Registration Rights Agreement; Merger or (C) any underwriting agreementthe other Transactions, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement including without limitation in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Services Agreement or the other Ancillary Agreements calculation of the Merger Consideration; (if ii) the performance of all or any portion of any transaction (including the payment of amounts due) arising in the Ordinary Course outstanding as of the Closing; (iii) the intercompany services described in Annex A to the Services Agreement included as an Exhibit to the Merger Agreement; (iv) the Master Intercompany Intellectual Property License Agreement, executed substantially concurrently with the Merger Agreement; and (v) the Legacy Payables to the extent applicable), (ii) any rights with respect to outstanding on the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights Closing Date and not satisfied pursuant to any certificate Section 6.2(ii) of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger this Agreement. (de) Notwithstanding the foregoing provisions of this Section 1.115, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Ultimate Parent Support Agreement (CF Acquisition Corp. VIII)

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject In return for the benefits conferred by this Separation Agreement, which you acknowledge exceed the amounts which you would otherwise be entitled to and conditioned upon the Effective Timereceive, effective as of the Effective Time (and subject to the limitations set forth in paragraph (c) below), the Stockholderyou, on behalf of itself yourself and its Affiliates your marital community, and its your heirs, executors, administrators and their respective successors, assigns, representativeshereby release in full and forever discharge, administratorsacquit and hold harmless the Company, executors and agents, and any other person or entity claiming by, through, or under including any of the foregoing (each a “Releasing Party” andCompany’s past or present parents, collectivelysubsidiaries or otherwise affiliated corporations, the “Releasing Parties,” providedpartnerships, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiror, the Companyor other business entities or enterprises, and each all of its or their past and or present directorsaffiliates, officersrelated entities, employeespartners, agentssubsidiaries, insurers, predecessors, successors, assigns, directors, officers, shareholders, members, investors, attorneys, accountants, representatives, agents and Subsidiariesemployees (these entities/persons together with Company are collectively referred to as “Associated Persons”), from any and all past or present claims, causes of action, suits, liabilities, demands, damages, judgmentsincluding damages for pain and suffering and emotional harm, causes charges, controversies, expenses and obligations of action and liabilities of any nature whatsoeverevery nature, character or kind, whether contractual, monetary, or not known, suspected or claimed, arising directly or indirectly from non-monetary in nature that arise at any act, omission, event or transaction occurring (or any circumstances existing) at or time prior to the Effective Time date you sign this Agreement (each a “Claim” and, collectively, the collectively “Claims”). . This release includes all Claims whether they are now known to you or are later discovered by you, suspected or unsuspected, and regardless of whether the Claims are mature or contingent, including, but not limited to, any Claims which in any manner or fashion arise from or relate to your employment with us, any contractual agreements between you and us, or your separation from employment with us, including without limitation any claims for damages, equitable relief, attorney fees or costs. This release specifically includes, but is not limited to, all Claims arising from or relating to your employment with the Company or your provision of services to the Company or the termination of such employment or services. You do not waive or release any claims or rights that may arise after the date you sign this Agreement, nor does this waiver and release preclude either party from filing a lawsuit for the exclusive purpose of enforcing its rights under this Agreement. This release includes, but is not limited to, any Claims that you might have for reinstatement, reemployment, or for additional compensation, including without limitation any Claim for any past, current or future wages, bonuses, commissions, fees, payments, incentive payments, sick leave pay-out, extended illness bank pay-out, severance pay, expenses, salary, unvested stock options, vacation pay, fees or costs, losses, penalties or benefits. Without limitation, it applies to Claims for damages or other personal remedies that you might have under any federal, state and/or local law, statutory, regulatory or common, dealing with employment, tort, contract, wage and hour, civil rights or any other matters, including, by way of example and not limitation, applicable civil rights laws, retaliation, federal and state whistleblower laws, Title VII of the Civil Rights Act of 1964, the Post-War Civil Rights Act of 1964, the Post-War Civil Rights Acts (b) The Stockholder acknowledges 42 USC Sections 1981-1988), the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the National Labor Relations Act, the Employee Retirement Income Security Act (excluding COBRA), the Vietnam Era Veterans Readjustment Assistance Act, the Fair Credit Reporting Act, the Occupational Safety and Health Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Health Insurance Portability and Accountability Act of 1995, the Rehabilitation Act of 1973, the Equal Pay Act of 1963, Executive Order 11246, Washington’s Law Against Discrimination, Chapter 49.60 RCW, and Separation Agreement Exhibit A Washington’s Minimum Wage Act, Chapter 49.46 RCW, and any regulations under such laws. This release further applies to any Claims or right to personal damages, benefits or other personal legal or equitable remedies that it you may have as a result of filing any complaint, charge or other action before any administrative agency. You have read and intend to waive Section 1542 of the Civil Code of the State of California, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN [HIS] FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY [HIM] MUST HAVE MATERIALLY AFFECTED [HIS] SETTLEMENT WITH THE DEBTOR. You understand that Section 1542 gives you the right not to release existing claims of which you are not aware or do not know or suspect unless you voluntarily choose to waive this right. Having been so apprised, you nevertheless hereby voluntarily elect to and do waive all rights and benefits described in Section 1542 and all similar provisions of law of other jurisdictions to the full extent that you might lawfully waive each and all such rights and benefits pertaining to the subject matter released herein and elect to assume all risks for claims that now do or may exist in your favor, whether known or unknown, suspected or unsuspected. In connection with such waiver and relinquishment, you hereby acknowledge that you are aware that you may hereafter discover facts in addition to or different from those which it you now knows know or believes believe to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its your intention to hereby fully, finally and forever to settle and release any and all Claims. In furtherance of this intentionresolve matters released herein, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now havedisputes, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favordifferences, known or unknown, suspected or unsuspected, arising out which now exist, may exist, or heretofore have existed and that in furtherance of or related to claims or other matters purported to such intention, your release as given herein shall be released pursuant to this Section 1.11, and remain in each case, effective effect as a full and complete general release notwithstanding the discovery of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto existence of any liability of any kind to any other party heretosuch additional or different facts.

Appears in 1 contract

Sources: Executive Employment Agreement (Cohbar, Inc.)

Waiver and Release of Claims. The Stockholder hereby Sponsor covenants and agrees as follows: (a) Subject to and conditioned upon the Effective TimeClosing, effective as of the Effective Time Closing (and subject to the limitations set forth in paragraph (c) below), the StockholderSponsor, on behalf of itself and its Affiliates and its and their respective successors, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquirornone of SPAC, ExchangeCo or CallCo shall not be deemed a Releasing Party hereunder), does hereby unconditionally and irrevocably release, waive and forever discharge the Acquiroreach of SPAC, the CompanyExchangeCo, CallCo and each of their respective past and present directors, officers, employees, agents, predecessors, successors, assigns, and Subsidiaries, from any and all past or present claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time Closing (each a “Claim” and, collectively, the “Claims”). (b) The Stockholder Sponsor acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding of the law that may apply to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance of this intention, the Stockholder Sponsor acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder Sponsor knowingly and voluntarily waives and releases any and all rights and benefits it may now have, or in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Stockholder Sponsor understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder Sponsor the right not to release existing Claims of which the Stockholder Sponsor is not aware, unless the Stockholder Sponsor voluntarily chooses to waive this right. Having been so apprised, the Stockholder Sponsor nevertheless hereby voluntarily elects to and does waive any the rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.113, in each case, effective as of the Effective TimeClosing. The Stockholder Sponsor acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 3 and that, without such waiver, the Acquiror SPAC and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 3 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger AgreementBCA, any of the Ancillary Agreements Agreements, any Letter of Transmittal or any other document, certificate or Contract executed or delivered in connection with the Merger AgreementBCA; (B) the Insider Letter, (C) the Forward Purchase Contract, (D) the Amended and Restated Registration Rights Agreement, (E) the expense advancement agreement, dated as of February 18, 2021, by and between SPAC and Sponsor, the promissory note, dated as of February 18, 2021 by SPAC in favor of the Sponsor, and any other promissory notes and/or expense advance agreements entered into by and between SPAC and Sponsor prior to the Closing without violation of the terms of the BCA; (F) any PIPE Subscription Agreement to which a Releasing Party may be a party, or (CG) any underwriting agreement, business combination marketing agreement, financial advisory agreement, PIPE placement agent agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement Transactions to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the CompanySPAC Disclosure Letter, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement BCA or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company SPAC owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror SPAC or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror SPAC or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company SPAC Disclosure Letter or as contemplated by Section 7.01 6.7 of the Merger AgreementBCA. (d) Notwithstanding the foregoing provisions of this Section 1.113, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

Appears in 1 contract

Sources: Sponsor Support Agreement (CF Acquisition Corp. VI)

Waiver and Release of Claims. The Stockholder hereby covenants and agrees as follows: (a) Subject to and conditioned upon the Effective Time, effective as of the Effective Time (and subject to the limitations set forth in paragraph (c) below), the Stockholderundersigned, on behalf of itself and its Affiliates and its and their respective successorsmyself, assigns, representatives, administrators, executors and agents, and any other person or entity claiming by, through, or under any of the foregoing my spouse (each a “Releasing Party” and, collectively, the “Releasing Parties,” provided, for the avoidance of doubt, that the Acquiror, shall not be deemed a Releasing Party hereunderif any), does hereby unconditionally my child, any minor for whom I am the guardian, my heirs and irrevocably releasesuccessors in interest, waive now and forever waive, release and discharge the AcquirorTHE CITY OF ▇▇▇▇▇▇▇, the Company, and each of their past and present its directors, officers, employees, agents, predecessors, successors, assigns, successors and Subsidiaries, assigns from any and all past or present claims, demands, losses, expenses, damages, judgmentsliabilities, actions, causes of action and liabilities of any nature whatsoevernature, whether including but not limited to personal injury, wrongful death and property damage, that in any manner arise from or relate to the rental, use and/or operation, condition or possession of the above referenced UTV/MOWER and any other UTV/MOWER or other equipment received and/or obtained from THE CITY OF BUCKNER. This waiver and release extend to and includes any and all claims, liabilities, injuries, damages, and causes of action that the parties do not knownpresently anticipate, suspected know, or claimedsuspect to exist, arising but that may develop, accrue, or be discovered in the future. The undersigned represents and warrants that he or she has considered the possibility that claims, liabilities, injuries, damages and causes of action may develop, accrue or be discovered in the future, and he or she voluntarily assumes that risk as part of this agreement. ⮚ COVENANT NOT TO SUE. I agree and covenant on behalf of myself, my children and any minor for whom I am the guardian, I will never directly or indirectly from institute any actlegal, omissionequitable, event administrative, or transaction occurring (other action, complaint, or proceeding against THE CITY OF ▇▇▇▇▇▇▇ or any circumstances existing) at shareholder, director, officer, employee, agent, successor or prior assign thereof, or in any manner assert any further claim or demand against THE CITY OF ▇▇▇▇▇▇▇ and its shareholders, directors, officers, employee’s, agents, successors and assigns thereof, arising from or pertaining to the Effective Time (each a “Claim” andcondition, collectivelypossession, the “Claims”). (b) The Stockholder acknowledges that it may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Support Agreement, and that it may hereafter come to have a different understanding use and/or operation of the law that may apply above referenced UTV/MOWER or any other UTV/MOWER or equipment received and/or obtained from THE CITY OF ▇▇▇▇▇▇▇. This covenant applies and extends to potential claims which it is releasing hereunder, but it affirms that, except as is otherwise specifically provided herein, it is its intention to fully, finally and forever settle and release any and all Claims. In furtherance claims, liabilities, injuries, expenses, losses, damages, and causes of this intentionaction that I do not presently anticipate, the Stockholder acknowledges that the releases contained herein shall be and remain in effect as full and complete general releases notwithstanding the discovery or existence of any such additional facts or different understandings of law. The Stockholder knowingly and voluntarily waives and releases any and all rights and benefits it may now haveknow, or suspect to exist, but that may develop, accrue, or be discovered in the future may have, under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTYfuture.” The Stockholder understands that Section 1542, or a comparable statute, rule, regulation or order of another jurisdiction, gives the Stockholder the right not to release existing Claims of which the Stockholder is not aware, unless the Stockholder voluntarily chooses to waive this right. Having been so apprised, the Stockholder nevertheless hereby voluntarily elects to and does waive any rights it may have that are described in Section 1542, or such other comparable statute, rule, regulation or order, and elects to assume all risks for Claims that exist, existed or may hereafter exist in its favor, known or unknown, suspected or unsuspected, arising out of or related to claims or other matters purported to be released pursuant to this Section 1.11, in each case, effective as of the Effective Time. The Stockholder acknowledges and agrees that the foregoing waiver is an essential and material term of the release provided pursuant to this Section 1.11 and that, without such waiver, the Acquiror and the Company would not have agreed to the terms of this Support Agreement. (c) Notwithstanding the foregoing provisions of this Section 1.11 or anything to the contrary set forth herein, the Releasing Parties do not release or discharge, and each Releasing Party expressly does not release or discharge: (i) any Claims that arise under or are based upon the terms of (A) this Support Agreement, the Merger Agreement, any of the Ancillary Agreements or any other document, certificate or Contract executed or delivered in connection with the Merger Agreement; (B) the Registration Rights Agreement; or (C) any underwriting agreement, business combination marketing agreement, financial advisory agreement, engagement letter or any similar agreement in respect of the transactions contemplated by the Merger Agreement to which a Releasing Party may be a party and that (in each case) is expressly disclosed in the Schedules of the Company, as each such agreement or instrument described in this clause (i) may be amended in accordance with its terms and the terms set forth in (x) the Merger Agreement or (y) this Support Agreement or the other Ancillary Agreements (if and to the extent applicable), (ii) any rights with respect to the capital stock or warrants of the Company owned by such Releasing Party or the promissory notes issued by the Company to such Releasing Party, or (iii) any Claims for indemnification, contribution, set-off, reimbursement or similar rights pursuant to any certificate of incorporation or bylaws of the Acquiror or any of its Subsidiaries or any indemnity or similar agreements by the Acquiror or any of its Subsidiaries with or for the benefit of a Releasing Party solely to the extent (in each case) set forth in the Schedules of the Company or as contemplated by Section 7.01 of the Merger Agreement. (d) Notwithstanding the foregoing provisions of this Section 1.11, nothing contained in this Support Agreement shall be construed as an admission by any party hereto of any liability of any kind to any other party hereto.

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Sources: Utv/Mower Use Agreement