Common use of Waivers and Releases Clause in Contracts

Waivers and Releases. (a) In further consideration for the execution of the Side Agreement and the consummation of the transactions contemplated thereby, effective on the Effective Date (as defined below) each of EFAX and JFAX, on behalf of itself and its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "ISSUER RELEASING PERSONS"), hereby waives and releases, to the fullest extent permitted by law, any and all claims, rights and causes of action, whether known or unknown (collectively, the "ISSUER CLAIMS"), that any of the Issuer Releasing Persons had or currently has against (i) the Holders, (ii) any of the Holders' respective current or former parents, shareholders, affiliates, subsidiaries, predecessors or assigns, or (iii) any of the Holders' or such other persons' or entities' current or former officers, directors, employees, agents, principals, investors, signatories, advisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "HOLDER RELEASED PERSONS"), arising out of or relating to the Series D Exchange Agreement, the Series A Purchase Agreement (as defined in the Series D Exchange Agreement), the Series A Certificate of Designations (as defined in the Series D Exchange Agreement), the Registration Rights Agreement (as defined in the Series A Purchase Agreement), the Warrants (as defined in the Series A Purchase Agreement), the Series B Exchange Agreement (as defined in the Series D Exchange Agreement), the Series D Certificate of Designations or the Series B Certificate of Designations (as defined in the Series D Exchange Agreement) (collectively, the "TRANSACTION DOCUMENTS") or arising out of or relating to matters leading up to the consummation of the Merger (other than arising out of or relating to the Side Agreement). (b) In consideration of the foregoing, effective on the Effective Date each Holder, severally and not jointly, on behalf of itself and its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "HOLDER RELEASING PERSONS"), hereby waives and releases, to the fullest extent permitted by law, any and all claims, rights and causes of action, whether known or unknown (collectively, the "HOLDER CLAIMS"), that any of the Holder Releasing Persons had or currently has against (i) the Issuers, (ii) any of the Issuers' respective current or former parents, shareholders, affiliates, subsidiaries, predecessors or assigns, or (iii) any of the Issuers' or such other persons' or entities' current or former officers, directors, employees, agents, principals, investors, signatories, advisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "ISSUER RELEASED PERSONS"), arising out of or relating to the Transaction Documents or arising out of or relating to matters leading up to the consummation of the Merger (other than arising out of or relating to the Side Agreement).

Waivers and Releases. (a) In further consideration for the execution purchase and sale of the Side Agreement and the consummation of the transactions contemplated therebyShares, Seller, effective on the Effective as of any Closing Date (as defined below) each of EFAX and JFAXhereunder, on behalf of itself and any of its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "ISSUER RELEASING PERSONSReleasing Persons"), hereby waives and releases, to the fullest extent permitted by law, any and all claims, rights and causes of action, whether known or unknown (collectively, the "ISSUER CLAIMSClaims"), that any of the Issuer Releasing Persons had had, has or currently has may have against (i) the HoldersCompany, (ii) any of the Holders' respective Company's current or former parents, shareholders, affiliates, subsidiaries, divisions, predecessors or assigns, or (iii) any of the Holders' Company's or such other persons' or entities' current or former officers, directors, employees, agents, principals, investors, signatories, advisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "HOLDER RELEASED PERSONSReleased Persons"), arising out of or relating to any matter involving (x) the Series D Exchange transactions pursuant to which the Seller originally acquired the Shares, (y) the purchase and sale of the Shares contemplated by this Agreement, or (z) the Series A Purchase Agreement (as defined nondisclosure of any information described in Section 10 hereof, except in the Series D Exchange Agreement)case of each of the foregoing, the Series A Certificate of Designations (as defined in the Series D Exchange Agreement), the Registration Rights Agreement (as defined in the Series A Purchase Agreement), the Warrants (as defined in the Series A Purchase Agreement), the Series B Exchange Agreement (as defined in the Series D Exchange Agreement), the Series D Certificate of Designations or the Series B Certificate of Designations (as defined in the Series D Exchange Agreement) (collectively, the "TRANSACTION DOCUMENTS") or for Claims arising out of breach by the Company of any representations, warranties or relating covenants contained herein or in the Escrow Agreement. Seller represents and warrants that it has not, and covenants that it will not, assign any Claims based on the matters described in clauses (x), (y) and (z) in the foregoing sentence (the "Released Claims") to matters leading up any other person or entity. Seller further represents and warrants that no parent, affiliate, division, subsidiary, predecessor and, to its knowledge, any director, officer, shareholder, employee, consultant, representative, principal, agent, associate or attorney of Seller is entitled to assert any Released Claims against the consummation Released Persons. Seller shall indemnify, defend and hold the Released Persons harmless from and against any Claims based on a breach of the Merger (other than arising out of or relating to the Side Agreement)foregoing representations and warranties. (b) In consideration of for the foregoing, effective on as of any Closing Date hereunder, the Effective Date each Holder, severally and not jointly, Company on behalf of itself and any of its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, divisions, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "HOLDER RELEASING PERSONS"), hereby waives and releases, to the fullest extent permitted by law, any and all claimsClaims that it had, rights and causes of action, whether known has or unknown (collectively, the "HOLDER CLAIMS"), that any of the Holder Releasing Persons had or currently has may have against (i) the IssuersSeller, (ii) any of the Issuers' respective Seller's current or former parents, shareholders, affiliates, subsidiaries, divisions, predecessors or assigns, or (iii) any of the Issuers' Seller's or such other persons' or entities' current or former officers, directors, employees, agents, principals, investors, signatories, advisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "ISSUER RELEASED PERSONS")families, arising out of or relating to any matter involving (x) the Transaction Documents transactions pursuant to which the Seller originally acquired the Shares, or (y) the purchase and sale of the Shares contemplated by this Agreement, except for Claims arising out of the breach by Seller of any representations, warranties or relating to matters leading up to covenants contained herein or in the consummation of the Merger (other than arising out of or relating to the Side Escrow Agreement).

Waivers and Releases. (a) a. In further consideration for the execution sale of the Side Agreement and Shares, the consummation of the transactions contemplated thereby, effective on the Effective Date (as defined below) each of EFAX and JFAXSeller, on behalf of itself and its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, divisions, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "ISSUER RELEASING PERSONS"“Releasing Persons”), hereby waives CUSIP No. 500000000 and releases, to the fullest extent permitted by law, any and all claims, rights and causes of action, whether known or unknown (collectively, the "ISSUER CLAIMS"“Claims”), that any of the Issuer Releasing Persons had had, has or currently has may have against (i) the HoldersPurchaser, (ii) the Company, (iii) any of the Holders' Purchaser’s or the Company’s respective current or former parents, shareholders, affiliates, subsidiaries, divisions, predecessors or assigns, or (iiiiv) any of the Holders' Purchaser’s, the Company’s or such other persons' ’ or entities' ’ current or former officers, directors, employees, agents, principals, investors, signatories, advisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "HOLDER RELEASED PERSONS"), arising out of or “Released Persons”) relating to the Series D Exchange Agreement, the Series A Purchase Agreement (as defined in the Series D Exchange Agreement), the Series A Certificate of Designations (as defined in the Series D Exchange Agreement), the Registration Rights Agreement (as defined in the Series A Purchase Agreement), the Warrants (as defined in the Series A Purchase Agreement), the Series B Exchange Agreement (as defined in the Series D Exchange Agreement), the Series D Certificate of Designations or the Series B Certificate of Designations (as defined in the Series D Exchange Agreement) (collectively, the "TRANSACTION DOCUMENTS") or arising out of or relating to matters leading up to the consummation purchase and sale of the Merger (other than Shares contemplated by this Agreement, except for Claims arising out of the breach by the Purchaser of any representations, warranties or relating to the Side Agreement)covenants contained herein. (b) b. In consideration of for the foregoing, effective on each of the Effective Date each Holder, severally Purchaser and not jointly, on behalf of itself the Company hereby waive and its heirs, executors, administrators, devisees, trustees, partners, directors, officers, shareholders, employees, consultants, representatives, predecessors, principals, agents, parents, associates, affiliates, subsidiaries, attorneys, accountants, successors, successors-in-interest and assignees (collectively, the "HOLDER RELEASING PERSONS"), hereby waives and releasesrelease, to the fullest extent permitted by law, any and all claimsClaims that it had, rights and causes of action, whether known has or unknown (collectively, the "HOLDER CLAIMS"), that any of the Holder Releasing Persons had or currently has may have against (i) the IssuersSeller, (ii) any of the Issuers' respective Seller’s current or former parents, shareholders, affiliates, subsidiaries, divisions, predecessors or assigns, or (iii) any of the Issuers' Seller’s or such other persons' ’ or entities' ’ current or former officers, directors, employees, agents, principals, investors, signatories, advisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "ISSUER RELEASED PERSONS")families, arising out of or relating to (x) the Transaction Documents transactions pursuant to which the Seller originally purchased the Shares, (y) the nondisclosure of any information, or (z) the purchase and sale of the Shares contemplated by this Agreement, except for Claims arising out of the breach by Seller of any representations, warranties or relating to matters leading up to the consummation of the Merger (other than arising out of or relating to the Side Agreement)covenants contained herein.

Waivers and Releases. The waivers and releases described herein shall become effective upon transfer of the Conveyed Interest to the Thoroughbred Entities and receipt by the Thoroughbred Entities of the 0000 XXX Payment: (a) In further The Thoroughbred Entities, in consideration for the execution of the Side Agreement mutual promises and the consummation of the transactions contemplated therebycovenants made in this Agreement, effective on the Effective Date (as defined below) each of EFAX their own behalf and JFAX, on behalf of itself and its their heirs, successors, assigns, executors, administratorsofficers, deviseesagents, directors, officials, trustees, partnersadministrators, guardians, agents, predecessors, beneficiaries, representatives, attorneys, consultants, family members, and anyone acting or purporting to act on their respective behalf either now or in the future hereby release, compromise, surrender and forever discharge the Xxxxxxxxx Entities and their affiliates, including, without limitation, present and former subsidiaries, parents, and related entities, and their employees, directors, officers, shareholdersagents, employees, consultants, representativesstockholders, predecessors, principals, agents, parents, associates, affiliates, subsidiariessuccessors, attorneys, accountantsinsurers, successorsadvisors (including, successors-in-interest without limitation, Ernst & Young LLP and assignees (collectively, the "ISSUER RELEASING PERSONS"Duff & Xxxxxx LLC), hereby waives and releases, anyone acting or purporting to the fullest extent permitted by law, act on their respective behalf from any and all claimsactions, rights suits, debts, dues, sums of money, accounts, controversies, agreements, promises, trespasses, damages, fees (including but not limited to attorneys' fees), costs, expenses, claims and causes demands and choses of action, whether known or unknown (collectivelyunknown, direct or indirect, ascertained or not ascertained, liquidated or unliquidated, contingent or not, suspected or unsuspected, matured or unmatured, whether arising in law, admiralty, equity or otherwise which the "ISSUER CLAIMS"), that any of the Issuer Releasing Persons had or currently has against Thoroughbred Entities (i) ever had, now have or hereafter can, shall, or may have relating to, directly or indirectly, the Holders, Royalty Agreement or the ASA; and (ii) any ever had, or now have, or may have that arise under or are related, either directly or indirectly, to (a) the payment of royalties or related sums of money due under the Leases for coal sold prior to the Transfer Effective Date; (b) the administration of the Holders' respective current Leases by the Xxxxxxxxx Entities prior to the Transfer Effective Date; (c) lost or former parentswasted coal for mining practices and operational decisions made by Xxxxxxxxx prior to the Effective Date; and (d) any other demands, shareholders, affiliates, subsidiaries, predecessors or assignsclaims, or (iii) any of the Holders' or such other persons' or entities' current or former officers, directors, employees, agents, principals, investors, signatories, advisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "HOLDER RELEASED PERSONS"), arising out of or relating to the Series D Exchange Agreement, the Series A Purchase Agreement (as defined assertions set forth in the Series D Exchange Agreement)Thoroughbred Correspondence, the Series A Certificate of Designations (as defined in the Series D Exchange Agreement)any venue, the Registration Rights Agreement (as defined in the Series A Purchase Agreement)jurisdiction, the Warrants (as defined in the Series A Purchase Agreement), the Series B Exchange Agreement (as defined in the Series D Exchange Agreement), the Series D Certificate of Designations or the Series B Certificate of Designations (as defined in the Series D Exchange Agreement) (collectively, the "TRANSACTION DOCUMENTS") or arising out of or relating to matters leading up to the consummation of the Merger (other than arising out of or relating to the Side Agreement)forum at any time. (b) In The Xxxxxxxxx Entities, in consideration of the foregoingmutual promises and covenants made in this Agreement, effective on the Effective Date each Holder, severally their own behalf and not jointly, on behalf of itself and its their heirs, successors, assigns, executors, administratorsofficers, deviseesagents, directors, officials, trustees, partnersadministrators, guardians, agents, predecessors, beneficiaries, representatives, attorneys, consultants, family members, and anyone acting or purporting to act on their respective behalf either now or in the future hereby release, compromise, surrender and forever discharge the Thoroughbred Entities and their affiliates, including, without limitation, present and former subsidiaries, parents, and related entities, and their employees, directors, officers, shareholdersagents, employees, consultants, representativesstockholders, predecessors, principals, agents, parents, associates, affiliates, subsidiariessuccessors, attorneys, accountantsinsurers, successorsadvisors and anyone acting or purporting to act on their respective behalf from any and all actions, successors-in-interest suits, debts, dues, sums of money, accounts, controversies, agreements, promises, trespasses, damages, fees (including but not limited to attorneys' fees), costs, expenses, claims and assignees demands and choses of action, known or unknown, direct or indirect, ascertained or not ascertained, liquidated or unliquidated, contingent or not, suspected or unsuspected, matured or unmatured, whether arising in law, admiralty, equity or otherwise which the Xxxxxxxxx Entities (collectivelyi) ever had, now have or hereafter can, shall, or may have relating to, directly or indirectly, the "HOLDER RELEASING PERSONS")Royalty Agreement or the ASA; (ii) ever had, hereby waives and releasesor now have, or may have that arise under or are related, either directly or indirectly, to the fullest extent permitted by lawpayment of royalties or related sums of money due under the Leases prior to the Transfer Effective Date, in any and all claimsvenue, rights and causes of action, whether known or unknown (collectively, the "HOLDER CLAIMS"), that any of the Holder Releasing Persons had or currently has against (i) the Issuers, (ii) any of the Issuers' respective current or former parents, shareholders, affiliates, subsidiaries, predecessors or assignsjurisdiction, or forum at any time. (iiic) The Thoroughbred Entities and the Xxxxxxxxx Entities, and each of them, shall not assist or encourage any person to take any action (including any regulatory or administrative action) that would be inconsistent with the foregoing releases and the terms and provisions of this Agreement, nor shall the Issuers' Parties encourage or such other persons' assist any person to take against any person released by this Agreement any action (including any regulatory, criminal or entities' current administrative action) that would be inconsistent with the foregoing releases and the terms and provisions of this Agreement, provided that this provision does not affect any obligation to respond to any valid and enforceable court order or former officers, directors, employees, agents, principals, investors, signatories, advisors, consultants, spouses, heirs, estates, executors, attorneys, auditors and associates and members of their immediate families (collectively, the "ISSUER RELEASED PERSONS"), arising out of or relating to the Transaction Documents or arising out of or relating to matters leading up to the consummation of the Merger (other than arising out of or relating to the Side Agreement)subpoena.