Common use of Waiver, Release and Discharge Clause in Contracts

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; provided, however, that this release shall not apply to any obligation arising under this Agreement or any other agreement delivered pursuant to this Agreement. 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 or 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 Agreement (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 as otherwise expressly set forth in this Agreement, Canopy Group and Canopy Ventures each Seller, for itself and its Affiliates, hereby irrevocably waives, releases and discharges the Company, the Buyer Parent and their respective Affiliates, directors, officers and employees (as of the Closing) from any and all Liabilities and obligations to the Seller Canopy Group and Canopy Ventures of any kind or nature whatsoever, whether in his its 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 each Seller neither Canopy Group nor Canopy Ventures shall not seek to recover any amounts in connection therewith or thereunder from the Company; provided, however, that this release shall not apply to any obligation arising under this Agreement Company or any other agreement delivered pursuant to this AgreementSubsidiary. Each Seller Canopy Group and Canopy Ventures each waives, and acknowledges and agrees that such Seller 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 the Buyer any Subsidiary 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 Agreement (other than any obligation of the Company to be performed subsequent to Closing)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 this Agreementthe 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 Seller, for itself and its Affiliates, Stockholder hereby irrevocably waives, releases and discharges the Company, the Buyer Company and their respective Affiliates, directors, officers and employees (as of the Closing) each Subsidiary from any and all Liabilities and obligations to the Seller Stockholder of any kind or nature whatsoever, whether in his capacity as a Seller Party hereunder, as a shareholderstockholder, 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 each Seller Stockholder shall not seek to recover any amounts in connection therewith or thereunder from the Company; provided, however, that this release shall not apply to any obligation arising under this Agreement Company or any other agreement delivered pursuant to this AgreementSubsidiary. Each Seller Stockholder waives, and acknowledges and agrees that such Seller 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 or Company, any Subsidiary, Parent, Merger Sub and, after the Buyer Closing Date, the Surviving Corporation 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 Agreement (other than any obligation of the Company to be performed subsequent to Closing)Agreement.

Waiver, Release and Discharge. Effective upon the Closing, except (i) as expressly set forth in this Agreement, (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 (iii) the Company’s obligations to such Seller as an Indemnified D&O as further described in Section 6.11, each Seller, for itself and its Affiliates, Seller hereby irrevocably waives, releases and discharges the Company, the Buyer and their respective Affiliates, directors, officers and employees (as of the Closing) Company 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 shareholderstockholder, 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, understanding or otherwise at law or equity, or otherwise and each Seller shall not seek to recover any amounts in connection therewith or thereunder from the Company; provided, however, that this release shall not apply to any obligation arising under this Agreement or any other agreement delivered pursuant to this Agreement. Each Seller waives, and acknowledges and agrees that such Seller 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 the Buyer Merger Sub, and, after the Effective Time, the Surviving Corporation, 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 Agreement (other than any obligation of the Company to be performed subsequent to Closing)Agreement.