Common use of Waiver, Release and Discharge Clause in Contracts

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 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 each Seller, for itself and Canopy Ventures each its Affiliates, hereby irrevocably waives, releases and discharges the Company, Parent the Buyer 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 the Seller of any kind or nature whatsoever, whether in its his capacity as a Seller hereunder, 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 each Seller shall not seek to recover any amounts in connection therewith or thereunder from the Company Company; provided, however, that this release shall not apply to any obligation arising under this Agreement or any Subsidiaryother agreement delivered pursuant to this Agreement. Canopy Group and Canopy Ventures each Each Seller waives, and acknowledges and agrees that it 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 or any Subsidiary the Buyer in connection with any actual or alleged breach of any representation, warranty or obligation of any Seller Party or the Sellers’ Representative set forth in this AgreementAgreement (other than any obligation of the Company to be performed subsequent to Closing).

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 Except as otherwise expressly set forth in this AgreementAgreement and in the Transaction Documents, Canopy Group and Canopy Ventures each the Member, hereby irrevocably waives, releases and discharges the Company, Parent and their its respective Affiliates, directors, officers and employees (as of the Closing) from any and all Liabilities and obligations to Canopy Group and Canopy Ventures the Member of any kind or nature whatsoever, whether in its capacity as the Member hereunder, as a shareholdermember, 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 the Member shall not seek to recover any amounts in connection therewith or thereunder from the Company Company; provided that the foregoing release shall not apply to the Member’s (and the Member’s Affiliate’s) rights under this Agreement or any Subsidiaryother agreement made in connection herewith. Canopy Group and Canopy Ventures each After the Closing, the Member waives, and acknowledges and agrees that it the Member 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 the Buyer in connection with any actual or alleged breach of any representation, warranty or obligation of any Seller Party set forth in this Agreement, except for the rights of the Member and its Affiliates to exercise and enforce their rights under the Transition Services Agreement. The Buyer Indemnified Parties shall not make a claim against the Company without including the Member in such Claim, provided that for the avoidance of doubt, the Buyer Indemnified Parties may make a claim against the Member without making a claim against the Company.

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 (i) as otherwise expressly set forth in this Agreement, Canopy Group (ii) the Company’s obligations to reimburse such Seller for travel expenses incurred in the ordinary course of business by such Seller as an employee of the Company and Canopy Ventures (iii) the Company’s obligations to such Seller as an Indemnified D&O as further described in Section 6.11, each Seller hereby irrevocably waives, releases and discharges the Company, Parent and their respective Affiliates, directors, officers and employees (as of the Closing) Company from any and all Liabilities and obligations to Canopy Group and Canopy Ventures the Seller of any kind or nature whatsoever, whether in its his capacity as a shareholderSeller 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 hereunder or under any other agreement or understanding, understanding or otherwise at law or equity, or otherwise and neither Canopy Group nor Canopy Ventures each Seller shall not seek to recover any amounts in connection therewith or thereunder from the Company or any SubsidiaryCompany. Canopy Group and Canopy Ventures each Each Seller waives, and acknowledges and agrees that it 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 Company, the Buyer or any Subsidiary the Merger Sub, and, after the Effective Time, the Surviving Corporation, in connection with any actual or alleged breach of any representation, warranty or obligation set forth in this Agreement.