Waiver, Release and Discharge. Except as expressly set forth in this Agreement, each of the Stockholders, in each case for itself and its Affiliates, hereby irrevocably waives, releases and discharges the Company and each of its Subsidiaries, the Buyer and their respective Affiliates, directors, officers and employees from any and all Liabilities and obligations to such Indemnifying Securityholder of any kind or nature whatsoever, whether in its capacity as an Indemnifying Securityholder hereunder, as a stockholder, option holder, officer, director or employee of the Company or any of its Subsidiaries or otherwise (including in respect of rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any other agreement or understanding, at law or equity, or otherwise, and no Indemnifying Securityholder shall seek to recover any amounts in connection therewith or thereunder from the Company or any of its Subsidiaries; provided, however, that the Parties acknowledge and agree that this Section 9.9 does not apply to, and shall not constitute a waiver, release or discharge of, (i) any obligations of any released party set forth in this Agreement or in any other agreement or instrument entered into in connection with the Closing (including the indemnification obligations set forth in Section 9 of this Agreement), subject to the limitations and conditions provided in this Agreement or such applicable agreement or instrument, (ii) to the extent that such releasing party is a director or officer of the Company or any of its Subsidiaries, such releasing party’s right to any Damages in connection with indemnification obligations of the Company or any of its Subsidiaries pursuant to the organizational documents of the Company and its Subsidiaries as in effect on the date of this Agreement or any Contracts between such releasing party and the Company or any of its Subsidiaries as in effect on the date of this Agreement or (iii) to the extent that such releasing party is an employee of the Company or any of its Subsidiaries, such releasing party’s right to any salary or wages, and entitlements to employee expense reimbursements and contributions to Benefit Plans, in each case to the extent accrued, earned or otherwise due to such releasing party prior to the Closing. Each of the Stockholders waives, and acknowledges and agrees that no Indemnifying Securityholder may have or may exercise or...
Waiver, Release and Discharge. Effective as of the Closing, except for (i) the Retained Rights and (ii) as set forth in this Section 6.5, each of the Owners does hereby unconditionally and irrevocably, on behalf of itself, and its Affiliates, shareholders, members, partners, equityholders, owners, officers, directors, managers, representatives, employees, agents, advisors and each of their respective successors, assigns, and any other Person claiming by, through or under any of the foregoing (each, a “Releasing Party”), release, acquit and forever discharge Holdco and the Company and their respective past and present shareholders, members, partners, equityholders, owners, officers, directors, managers, representatives, employees, advisors and each of their respective successors and assigns (the “Released Parties”), from any and all claims, actions, causes of action, suits, rights, debts, agreements, damages, injuries, losses, costs, expenses (including legal fees) and demands whatsoever and all consequences thereof, of every nature or description, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, actual or potential, whether existing as of the Closing or arising from actions or omissions occurring prior to the Closing, that any of Releasing Party ever had, now has or may in the future have against any of the Released Parties, in law or in equity, as a result of any act, transaction, agreement, event or omission (or any circumstances existing) on or prior to the Closing Date. Notwithstanding the foregoing to the contrary, the release set forth in this Section 6.5 shall not apply to (a) any rights, remedies, claims and causes of action related to the obligations of Holdco or the other Released Parties pursuant to this Agreement or the Transaction Agreements or any claims arising out of the transactions contemplated by this Agreement or (b) the Retained Rights. The term “Retained Rights” means, with respect to the Owners, (A) if such Owner is an employee of the Company, such Owner’s claims or rights to accrued compensation for services rendered to the Company in the ordinary course of business, (B) if such Owner is an employee of the Company, claims or rights to accrued compensation, benefits or other remuneration of the Owners, and (C) any claim arising from any rights of indemnification, contribution, advancement of expenses or insurance coverage or protection that the Owners have or had pursuant to the Organizational Documents of the Company. Each of the Owners...
Waiver, Release and Discharge. By virtue of the valuable consideration referred to in the Agreement, including, but not limited to, the payment of the Settlement Amount by Dow Corning, the Settlement Class Member’s share of the Settlement Amount (if any) as determined by the Claims Administrator, and as reflected herein, every claim arising out of or related in any way to Settlement Class Member’s Dow Corning Breast Implant(s) and/or Dow Corning Breast Implant Raw Materials that the Settlement Class Member or Supplemental/Family Member claimants who are related to such Settlement Class Member had, has or may have in the future was, on the effective date of the Agreement, and is now conclusively compromised, settled, released and discharged, and, as of the effective date of the Agreement, the Settlement Class Member on behalf of herself and any Supplemental/Family Member claimant to whom she is related, forever releases and discharges Dow Corning Corporation, Dow Corning Xxxxxx Corporation, Dow Corning Canada, Inc., The Dow Chemical Company, Corning Incorporated, Dow Holdings, Inc., Dow Chemical Canada, Inc., and, for each of the aforementioned, their predecessors, successors, subsidiaries, officers, directors, employees, divisions, affiliates, representatives, attorneys and assigns, and the “Settling Insurers,” as that term is defined in the Confirmed Plan of Reorganization, from any past, present and future claims, actions, demands and liabilities of any nature whatsoever relating to Breast Implants and/or their component Raw Materials.
Waiver, Release and Discharge. Effective upon the Closing, except for any actual or alleged breach of any representation, warranty or obligation set forth under this Agreement or as otherwise expressly set forth in this Agreement, Canopy Group and Canopy Ventures each hereby irrevocably waives, releases and discharges the Company, Parent and their respective Affiliates, directors, officers and employees (as of the Closing) from any and all Liabilities and obligations to Canopy Group and Canopy Ventures of any kind or nature whatsoever, whether in its capacity as a shareholder, officer, director or employee of the Company or any Subsidiary or otherwise (including, without limitation, in respect of rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any other agreement or understanding, at law or equity, or otherwise and neither Canopy Group nor Canopy Ventures shall seek to recover any amounts in connection therewith or thereunder from the Company or any Subsidiary. Canopy Group and Canopy Ventures each waives, and acknowledges and agrees that it shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Company or any Subsidiary in connection with any actual or alleged breach of any representation, warranty or obligation set forth in this Agreement.
Waiver, Release and Discharge. Effective upon the Closing, except as expressly set forth in this Agreement, each Seller hereby irrevocably waives, releases and discharges the Company, the Buyer and their respective Affiliates, directors, officers and employees, from any and all Liabilities and obligations to the Seller of any kind or nature whatsoever, whether in his or her capacity as a Seller hereunder, as a shareholder, officer, director or employee of the Company or otherwise (including, without limitation, in respect of rights of contribution or indemnification as a director or officer of the Company under Section 13.1 Chapter 9 of the VSCA or under the Articles of Incorporation or Bylaws of the Company or otherwise), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any other agreement or understanding or otherwise at law or equity or in any administrative or arbitration proceeding, and each Seller shall not seek to recover any amounts in connection therewith or thereunder from the Company. Each Seller waives, and acknowledges and agrees that he or she shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Company, the Buyer and their respective Affiliates, directors, officers and employees, in connection with any actual or alleged breach by the Company or any Seller of any representation, warranty or obligation set forth in this Agreement.
Waiver, Release and Discharge. Effective as of the Closing, except for any rights, obligations or claims arising under any Transaction Document, each of the Members, in each case for itself and its Affiliates, hereby irrevocably waives, releases and discharges (i) Parent, the Buyer and their respective Affiliates, directors, officers and employees (determined in each case prior to the consummation of the Transaction) and (ii) the Company, its Subsidiaries and their employees (other than the Members) from any and all Liabilities and obligations to such Member of any kind or nature whatsoever, whether as a member, option holder, officer, director or Company Employee or otherwise (including in respect of rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown at law or equity, or otherwise and which are based on acts, events or omissions occurring up to and including the Closing; provided, however, that the Parties acknowledge and agree that this Section 9.6 does not apply to, and shall not constitute a waiver, release or discharge of, (i) to the extent that such releasing party is an employee of the Company or any of its Subsidiaries, such releasing party’s right to any salary or wages, and entitlements to employee expense reimbursements and contributions to Benefit Plans, in each case to the extent accrued, earned or otherwise due to such releasing Party prior to the Closing and (ii) the releasing party’s or its Affiliates’ rights in connection with any matter listed on Schedule 7.6(d)(ii) or Schedule 6.10.
Waiver, Release and Discharge. Effective upon the Closing, except as expressly set forth in this Agreement, each Seller, for itself and its Affiliates, hereby irrevocably waives, releases and discharges the Company, the Buyer and their respective Affiliates, directors, officers and employees (as of the Closing) from any and all Liabilities and obligations to the Seller of any kind or nature whatsoever, whether in his capacity as a Seller hereunder, as a shareholder, officer, director or employee of the Company or otherwise (including, without limitation, in respect of rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any other agreement or understanding, at law or equity, or otherwise and each Seller shall not seek to recover any amounts in connection therewith or thereunder from the Company. Each Seller waives, and acknowledges and agrees that such Seller shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Company in connection with any actual or alleged breach of any representation, warranty or obligation set forth in this Agreement.
Waiver, Release and Discharge. Effective upon the Closing, except for (i) this Agreement as expressly set forth herein, (ii) the Company’s or any Subsidiary’s obligations to reimburse such stockholder for travel expenses incurred in the ordinary course of business by such stockholder as an employee of the Company and (iii) the Company’s or any Subsidiary’s obligations to such stockholder as an Indemnified D&O as further described in Section 6.11(a), each Stockholder hereby irrevocably waives, releases and discharges the Company and each Subsidiary from any and all Liabilities and obligations to the Stockholder of any kind or nature whatsoever, whether in his capacity as a Seller Party hereunder, as a stockholder, officer, director or employee of the Company or any Subsidiary or otherwise (including, without limitation, in respect of rights of contribution or indemnification), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising under any other agreement or understanding or otherwise at law or equity, and each Stockholder shall not seek to recover any amounts in connection therewith or thereunder from the Company or any Subsidiary. Each Stockholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Company, any Subsidiary, Parent, Merger Sub and, after the Closing Date, the Surviving Corporation in connection with any actual or alleged breach of any representation, warranty or obligation set forth in this Agreement.
Waiver, Release and Discharge. By virtue of the valuable consideration referred to in the Agreement, including, but not limited to, the payment of the Settlement Amount by Dow Corning, the Settling Claimant’s share of the Settlement Amount (if any) as determined by the Claims Administrator, and as reflected herein, every claim arising out of or related to one or more Dow Corning Breast Implants or Dow Corning Breast Implant Raw Materials that the Settling Claimant had, has or may have in the future, on the effective date of the Agreement was and is now conclusively compromised, settled, released and discharged, and as of the effective date of the Agreement the Settling Claimant forever releases and discharges Dow Corning Corporation, Dow Corning Xxxxxx Corporation, Dow Corning Canada, Inc., The Dow Chemical Company, Corning Incorporated, Dow Holdings, Inc., Dow Chemical Canada, Inc., and, for each of the aforementioned, their predecessors, successors, subsidiaries, officers, directors, employees, divisions, affiliates, representatives, attorneys and assigns, and the “Settling Insurers,” as that term is defined in the Confirmed Plan of Reorganization, from any past, present and future claims, actions, demands and liabilities of any nature whatsoever relating to Breast Implants and/or their component raw materials.
Waiver, Release and Discharge. Effective upon the Closing, each ----------------------------- Stockholder hereby irrevocably waives, releases and discharges the Company from any and all Liabilities and obligations to such Person of any kind or nature whatsoever, whether in his capacity as a Stockholder hereunder, an officer or director of the Company or otherwise (including, without limitation, in respect of rights of contribution or indemnification arising on or before the Closing Date), in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising hereunder or under any other agreement or understanding or otherwise at law or equity, and no Stockholder shall seek to recover any amounts in connection therewith or thereunder from the Company, except for claims with respect to signing bonuses referenced in Section 6.2(g).
