Common use of Waiver and Releases Clause in Contracts

Waiver and Releases. Each Shareholder hereby waives any rights to dissent from the Transaction or the Arrangement Resolution that such Shareholder may have under applicable Law. Effective as of the time at which the Transaction becomes effective (the “Effective Time”), each Shareholder on such Shareholder’s own behalf and, as applicable, on behalf of its or his heirs, successors, assigns, executors and personal representatives hereby releases and discharges the Company and its predecessors, successors, parents, subsidiaries, affiliated entities, divisions and assigns, together with each and every of their officers, directors, stockholders, general partners, limited partners, members, employees and agents and the heirs, personal representatives and executors of the same (herein collectively referred to as the “Company Releasees”), from any and all suits, causes of action, complaints, obligations, demands or claims of any kind, whether in law or in equity, direct or indirect, known or unknown, suspect or unsuspected (hereinafter “Claims”), which such Shareholder ever had, now has, or may have against the Company Releasees or any one of them in relation to the Company arising out of or relating to any matter, thing or event occurring up to and including the Effective Time; provided, however, that nothing herein shall be deemed to release any Claim which a Shareholder may have against the Company (i) arising out of the Arrangement Agreement, including, without limitation the right to receive the consideration contemplated thereunder and the rights to indemnification of directors and officers as set forth therein, (ii) arising under indemnification agreements or arrangements existing as of the date hereof between the Company and its subsidiaries, on the one hand, and their respective officers or directors, on the other hand, or (iii) in the case of Xxxxxx, under the Employment Agreement, dated September 4, 2003, between Xxxxxx and the Company, as amended, restated or otherwise modified from time to time.

Waiver and Releases. Each Shareholder hereby waives any rights to dissent from the Transaction or the Arrangement Resolution that such Shareholder may have under applicable Law. Effective as of the time at which the Transaction becomes effective (the “Effective Time”), each Shareholder on such Shareholder’s 's own behalf and, as applicable, on behalf of its or his heirs, successors, assigns, executors and personal representatives hereby releases and discharges the Company and its predecessors, successors, parents, subsidiaries, affiliated entities, divisions and assigns, together with each and every of their officers, directors, stockholders, general partners, limited partners, members, employees and agents and the heirs, personal representatives and executors of the same (herein collectively referred to as the “"Company Releasees”"), from any and all suits, causes of action, complaints, obligations, demands or claims of any kind, whether in law or in equity, direct or indirect, known or unknown, suspect or unsuspected (hereinafter “"Claims”"), which such Shareholder ever had, now has, or may have against the Company Releasees or any one of them in relation to the Company arising out of or relating to any matter, thing or event occurring up to and including the Effective Time; provided, however, that nothing herein shall be deemed to release any Claim which a Shareholder may have against the Company (i) arising out of the Arrangement Agreement or this Agreement, including, without limitation the right to receive the consideration contemplated thereunder and the rights to indemnification of directors and officers as set forth therein, (ii) arising under indemnification agreements or arrangements existing as of the date hereof between the Company and its subsidiariesSubsidiaries, on the one hand, and their respective officers or directors, on the other hand, or (iii) in the case of Xxxxxx, under the Employment Agreement, dated September 4, 2003, an employment agreement between Xxxxxx such Shareholder and the Company, as amended, restated or otherwise modified from time to time.

Waiver and Releases. (a) Each Shareholder Stockholder hereby waives any rights of appraisal or rights to dissent from the Transaction or the Arrangement Resolution Merger that such Shareholder Stockholder may have under applicable Lawhave. Effective as of the time at date on which the Transaction becomes effective Merger is consummated (the “Effective TimeClosing Date”), each Shareholder Stockholder on such Shareholder’s its own behalf and, as applicable, and on behalf of its or his heirs, successors, assigns, executors and personal representatives hereby releases and discharges the Company and its predecessors, successorssuccessors (by merger or otherwise), parents, subsidiaries, affiliated entities, divisions and assigns, together with each and every of their officers, directors, stockholders, general partners, limited partners, members, employees and agents and the heirs, personal representatives and executors of the same (herein collectively referred to as the “Company Releasees”), from any and all suits, causes of action, complaints, obligations, demands or claims of any kind, whether in law or in equity, direct or indirect, known or unknown, suspect or unsuspected (hereinafter “Claims”), which such Shareholder Stockholder ever had, now has, or may have against the Company Releasees or any one of them in relation to the Company arising out of or relating to any matter, thing or event occurring up to and including the Effective TimeClosing Date; provided, however, that nothing herein shall be deemed to release any Claim which a Shareholder Stockholder may have against the Company (i) arising out of the Arrangement Merger Agreement, including, without limitation the right to receive the consideration contemplated thereunder Merger Consideration and the rights to indemnification of directors and officers as set forth therein, therein or (ii) arising under indemnification agreements or arrangements existing as of the date hereof between the Company and its subsidiaries, on the one hand, and their respective officers or directors. (b) Effective as of the Closing Date, each of the Buyer and Merger Sub on its own behalf and on behalf of its heirs, successors (by merger or otherwise), assigns, executors and personal representatives hereby releases and discharges each Stockholder and its predecessors, successors, parents, subsidiaries, affiliated entities, divisions and assigns, together with each and every of their officers, directors, stockholders, general partners, limited partners, members, employees and agents and the other handheirs, personal representatives and executors of the same (herein collectively referred to as the “Stockholder Releasees”), from any and all Claims, which Parent or Merger Sub (and, from and after the effective date of the Merger, the Company) ever had, now has, or (iii) may have against the Stockholder Releasees or any one of them in relation to the case Company arising out of Xxxxxxor relating to any matter, thing or event occurring up to and including the Closing Date; provided, however, that nothing herein shall be deemed to release any Claim which a Buyer or Merger Sub may have against the Stockholder under the Employment this Agreement, dated September 4, 2003, between Xxxxxx and the Company, as amended, restated or otherwise modified from time to time.

Waiver and Releases. Each Shareholder hereby waives any rights to dissent from the Transaction Officer, on his, her or the Arrangement Resolution that such Shareholder may have under applicable Law. Effective as of the time at which the Transaction becomes effective (the “Effective Time”), each Shareholder on such Shareholder’s its own behalf and, as applicable, and on behalf of his, her or its or his heirs, successors, assigns, executors and personal representatives representatives, hereby releases irrevocably and unconditionally releases, relinquishes, waives and forever discharges the Company Surviving Corporation and its predecessors, successors, parents, subsidiaries, affiliated entities, divisions Subsidiaries and assignsAffiliates, together with each and every of their current and former officers, directors, stockholderssecurityholders, general partners, limited partners, members, employees and agents and the heirs, personal representatives and executors of the same (herein collectively referred to as the “Company Releasees”), from any and all suits, causes of action, complaints, disputes, controversies, liabilities, obligations, demands or claims of any kind, whether in law or in equity, fixed, contingent or absolute, direct or indirect, known or unknown, suspect or unsuspected (hereinafter “Claims”)unsuspected, determined, determinable or otherwise, existing by law, contract or otherwise, whether or not involving any third party claim, which such Shareholder Person ever had, now has, or may have in the future against the Company Releasees based upon action, inaction, event or any one of them in relation matter occurring prior to the Company arising Effective Time or which may be hereafter claimed to arise out of any action, inaction, event or relating matter occurring prior to any matter, thing or event occurring up to and including the Effective Time, including, without limitation, any rights to indemnification or reimbursement from the Company; provided, however, that nothing herein shall be deemed to release any Claim claim which a Shareholder an Officer may have against under the Company (i) arising out of the Arrangement Merger Agreement, including, without limitation but not limited to, the right to receive the consideration contemplated thereunder by the Merger Agreement in accordance with the terms thereof, or any agreement executed and delivered in connection with the consummation of the Merger. The claims released pursuant to this Section 2 are hereinafter referred to collectively as the “Released Claims.” Each Officer represents and warrants with respect to the Released Claims that such Officer has not in any manner assigned, pledged or otherwise voluntarily or involuntarily disposed of or transferred to any Person any interest in any Released Claims and that each of the Released Claims is hereby fully and finally discharged, settled and satisfied. In granting the foregoing wavier and releases, each Officer expressly waives any and all rights that he, she or it may have under any state or federal statute or any common law principle of similar effect regarding the release of unknown claims. Each Officer acknowledges that such Officer may hereafter discover facts different from, or in addition to, those that he, she or it knows or believes to indemnification of directors be true with respect to the Released Claims, and officers as agrees that the waiver and releases set forth thereinin this Section 2 shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery thereof. Each Officer acknowledges that he, (ii) arising under indemnification agreements she or arrangements existing as of it has had the date hereof between opportunity to consult legal counsel with respect to the Company waiver and its subsidiaries, on the one hand, and their respective officers or directors, on the other hand, or (iii) releases set forth in the case of Xxxxxx, under the Employment Agreement, dated September 4, 2003, between Xxxxxx and the Company, as amended, restated or otherwise modified from time to timethis Section 2.

Waiver and Releases. (a) Each Shareholder Stockholder hereby waives any rights of appraisal or rights to dissent from the Transaction or the Arrangement Resolution Merger that such Shareholder Stockholder may have under applicable Lawhave. Effective as of the time at date on which the Transaction becomes effective Merger is consummated (the “Effective Time”"Closing Date"), each Shareholder Stockholder on such Shareholder’s its own behalf and, as applicable, and on behalf of its or his heirs, successors, assigns, executors and personal representatives hereby releases and discharges the Company and its predecessors, successors (by merger or otherwise), parents, subsidiaries, affiliated entities, divisions and assigns, together with each and every of their officers, directors, stockholders, general partners, limited partners, members, employees and agents and the heirs, personal representatives and executors of the same (herein collectively referred to as the "Company Releasees"), from any and all suits, causes of action, complaints, obligations, demands or claims of any kind, whether in law or in equity, direct or indirect, known or unknown, suspect or unsuspected (hereinafter "Claims"), which such Stockholder ever had, now has, or may have against the Company Releasees or any one of them in relation to the Company arising out of or relating to any matter, thing or event occurring up to and including the Closing Date; provided, however, that nothing herein shall be deemed to release any Claim which a Stockholder may have against the Company (i) arising out of the Merger Agreement, including, without limitation the right to receive Merger Consideration and the rights to indemnification of directors and officers as set forth therein or (ii) arising under indemnification agreements or arrangements existing as of the date hereof between the Company and its officers or directors. (b) Effective as of the Closing Date, each of the Buyer and Merger Sub on its own behalf and on behalf of its heirs, successors (by merger or otherwise), assigns, executors and personal representatives hereby releases and discharges each Stockholder and its predecessors, successors, parents, subsidiaries, affiliated entities, divisions and assigns, together with each and every of their officers, directors, stockholders, general partners, limited partners, members, employees and agents and the heirs, personal representatives and executors of the same (herein collectively referred to as the “Company "Stockholder Releasees”"), from any and all suits, causes of action, complaints, obligations, demands or claims of any kind, whether in law or in equity, direct or indirect, known or unknown, suspect or unsuspected (hereinafter “Claims”), which such Shareholder Parent or Merger Sub (and, from and after the effective date of the Merger, the Company) ever had, now has, or may have against the Company Stockholder Releasees or any one of them in relation to the Company arising out of or relating to any matter, thing or event occurring up to and including the Effective TimeClosing Date; provided, however, that nothing herein shall be deemed to release any Claim which a Shareholder Buyer or Merger Sub may have against the Company (i) arising out of the Arrangement Stockholder under this Agreement, including, without limitation the right to receive the consideration contemplated thereunder and the rights to indemnification of directors and officers as set forth therein, (ii) arising under indemnification agreements or arrangements existing as of the date hereof between the Company and its subsidiaries, on the one hand, and their respective officers or directors, on the other hand, or (iii) in the case of Xxxxxx, under the Employment Agreement, dated September 4, 2003, between Xxxxxx and the Company, as amended, restated or otherwise modified from time to time.