Mutual Release and Waiver. SANDLER AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE GLOBAL AND ITS OFFICERS, AGENTS, EMPLOYEES, GUARANTORS, CONSULTANTS, INDEPENDENT CONTRACTORS, ATTORNEYS, ADVISERS, SUCCESSORS AND ASSIGNS (THE "GLOBAL GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH SANDLER, HIS HEIRS, SUCCESSORS, OR ASSIGNS HAVE, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE GLOBAL GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE GLOBAL GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO SANDLER, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT, ARRANGEMENT OR PRACTICE OF OR WITH ANY MEMBER OF THE GLOBAL GROUP (INCLUDING ANY INDEMNIFICATION AGREEMENT OR OBLIGATION) OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER, INCLUDING, WITHOUT LIMITATION, ANY SUCH CLAIMS THAT ARISE OUT OF OR RELATE TO (I) SANDLER'S RELATIONSHIP WITH THE GLOBAL GROUP, (II) THE TERMINATION OF SUCH RELATIONSHIP OR (III) THE EMPLOYMENT AGREEMENT, BUT EXCLUDING ANY CLAIMS FOR INDEMNIFICATION UNDER THE EMPLOYMENT AGREEMENT OR THE BY-LAWS OF GLOBAL. THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED, INCLUDING, BUT NOT LIMITED TO, WAGES, BACK PAY, FRONT PAY, COMPENSATORY DAMAGES OR PUNITIVE DAMAGES. SANDLER FURTHER AGREES THAT HE WILL NOT FILE OR PERMIT TO BE FILED ON HIS BEHALF ANY SUCH CLAIM. THE GLOBAL GROUP AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE SANDLER AND HIS HEIRS, SUCCESSORS AND ASSIGNS (THE "SANDLER GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH THE GLOBAL GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE SANDLER GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE SANDLER GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO THE GLOBAL GROUP, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT OR ARRANGEMENT OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER. THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED. THE GLOBAL GROUP FURTHER AGREES THAT IT WILL NOT FILE OR PERMIT TO BE FILED ON ITS BEHALF ANY SUCH CLAIM.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Spectrum Information Technologies Inc), Stock Purchase Agreement (Artra Group Inc), Stock Purchase Agreement (Lori Corp)
Mutual Release and Waiver. SANDLER FRANCO AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE GLOBAL SPECTRUM AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, GUARANTORSSHAREHOLDERS, CONSULTANTS, INDEPENDENT CONTRACTORS, ATTORNEYS, ADVISERS, SUCCESSORS AND ASSIGNS (THE "GLOBAL SPECTRUM GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH SANDLERFRANCO, HIS HEIRS, SUCCESSORS, OR ASSIGNS HAVE, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE GLOBAL SPECTRUM GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE GLOBAL SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO SANDLERFRANCO, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT, ARRANGEMENT OR PRACTICE OF OR WITH ANY MEMBER OF THE GLOBAL SPECTRUM GROUP (INCLUDING ANY INDEMNIFICATION AGREEMENT OR OBLIGATION) OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER, INCLUDING, WITHOUT LIMITATION, ANY SUCH CLAIMS THAT ARISE OUT OF OR RELATE TO (I) SANDLERANY EVENT OCCURRING IN WHOLE OR IN PART PRIOR TO SPECTRUM'S ACQUISITION OF GLOBAL ON OCTOBER 31, 1993, (II) FRANCO'S RELATIONSHIP WITH THE GLOBAL SPECTRUM GROUP, (II) THE TERMINATION OF SUCH RELATIONSHIP OR THE PURCHASE, OWNERSHIP AND SALE BY SPECTRUM OF GLOBAL OR (III) THE EMPLOYMENT AGREEMENT, BUT EXCLUDING ANY CLAIMS FOR INDEMNIFICATION UNDER THE EMPLOYMENT AGREEMENT OR THE BY-LAWS OF GLOBALSPECTRUM. THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED, INCLUDING, BUT NOT LIMITED TO, WAGES, BACK PAY, FRONT PAY, COMPENSATORY DAMAGES OR PUNITIVE DAMAGES. SANDLER FRANCO FURTHER AGREES THAT HE WILL NOT FILE OR PERMIT TO BE FILED ON HIS BEHALF ANY SUCH CLAIM. THE GLOBAL SPECTRUM GROUP AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE SANDLER FRANCO AND HIS HEIRS, SUCCESSORS AND ASSIGNS (THE "SANDLER FRANCO GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH THE GLOBAL SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE SANDLER FRANCO GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE SANDLER FRANCO GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO THE GLOBAL SPECTRUM GROUP, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT OR ARRANGEMENT OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER, EXCEPT FOR ANY CLAIMS, KNOWN OR UNKNOWN, WHICH THE SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE FRANCO GROUP ARISING UNDER SECTION 6.2, 6.4, 11.4, 12.3 OR 12.16 OF THE STOCK PURCHASE AGREEMENT AND EXCEPT AS PROVIDED IN ARTICLE III HEREIN. THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED. THE GLOBAL SPECTRUM GROUP FURTHER AGREES THAT IT WILL NOT FILE OR PERMIT TO BE FILED ON ITS BEHALF ANY SUCH CLAIM. NOTHING CONTAINED IN THIS MUTUAL RELEASE AND WAIVER WILL LIMIT THE EFFECT OF SECTION 11.9 OF THE STOCK PURCHASE AGREEMENT.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Spectrum Information Technologies Inc), Stock Purchase Agreement (Artra Group Inc), Stock Purchase Agreement (Lori Corp)
Mutual Release and Waiver. SANDLER FERRENTINO AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE GLOBAL DISCHARG▇ ▇▇▇▇▇▇▇▇ AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, GUARANTORSSHAREHOLDERS, CONSULTANTS, INDEPENDENT CONTRACTORS, ATTORNEYS, ADVISERS, SUCCESSORS AND ASSIGNS (THE "GLOBAL SPECTRUM GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH SANDLERFERRENTINO, HIS HEIRS, SUCCESSORS, OR ASSIGNS HAVE, OR MAY NOW OR M▇▇ ▇▇▇ ▇▇ IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE GLOBAL SPECTRUM GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE GLOBAL SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO SANDLERFERRENTINO, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTIONAC▇▇▇▇, OBLIGATIONS▇▇▇▇GATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT, ARRANGEMENT OR PRACTICE OF OR WITH ANY MEMBER OF THE GLOBAL SPECTRUM GROUP (INCLUDING ANY INDEMNIFICATION AGREEMENT OR OBLIGATION) OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER, INCLUDING, WITHOUT LIMITATION, ANY SUCH CLAIMS THAT ARISE OUT OF OR RELATE TO (I) SANDLERANY EVENT OCCURRING IN WHOLE OR IN PART PRIOR TO SPECTRUM'S ACQUISITION OF GLOBAL ON OCTOBER 31, 1993, (II) FERRENTINO'S RELATIONSHIP WITH THE GLOBAL SPECTRUM GROUP, (II) THE TERMINATION TERM▇▇▇▇▇▇▇ ▇▇ ▇UCH RELATIONSHIP OR THE PURCHASE, OWNERSHIP AND SALE BY SPECTRUM OF SUCH RELATIONSHIP GLOBAL OR (III) THE EMPLOYMENT AGREEMENT, BUT EXCLUDING EXCEPT FOR ANY CLAIMS CLAIM WHICH FERRENTINO MAY HAVE FOR INDEMNIFICATION UNDER FOR LIABILITY RELA▇▇▇▇ ▇▇ ▇▇VIL CORPORATE MATTERS OF SPECTRUM IN WHICH FERRENTINO IS INVOLVED BECAUSE HE WAS AN OFFICER OF GLOBAL OR ▇▇ ▇▇▇▇▇▇D TO HAVE BEEN AN OFFICER OF SPECTRUM (UNLESS A COURT DETERMINES THAT FERRENTINO WAS AN ACTIVE PARTICIPANT IN THE EMPLOYMENT AGREEMENT OR THE BY-LAWS OF GLOBALEVENT GIVING RIS▇ ▇▇ ▇▇▇▇ CLAIM). THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED, INCLUDING, BUT NOT LIMITED TO, WAGES, BACK PAY, FRONT PAY, COMPENSATORY DAMAGES OR PUNITIVE DAMAGES. SANDLER FERRENTINO FURTHER AGREES THAT HE WILL NOT FILE ▇▇▇ ▇▇▇E OR PERMIT TO BE FILED ON HIS BEHALF ANY SUCH CLAIM. THE GLOBAL SPECTRUM GROUP AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE SANDLER FERRENTINO AND HIS HEIRS, SUCCESSORS AND ASSIGNS (THE "SANDLER GROUPFE▇▇▇▇▇▇▇▇ ▇ROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMSC▇▇▇▇▇, KNOWN ▇▇▇WN OR UNKNOWN, WHICH THE GLOBAL SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE SANDLER FERRENTINO GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF ▇▇▇▇▇▇ ▇▇ THE SANDLER FERRENTINO GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO THE GLOBAL TH▇ ▇▇▇▇▇▇▇M GROUP, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT OR ARRANGEMENT OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER, EXCEPT FOR ANY CLAIMS, KNOWN OR UNKNOWN, WHICH THE SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE FERRENTINO GROUP ARISING UNDER SECTION 6.2, 6.4, 11.4. 12.▇ ▇▇ ▇▇.▇▇ OF THE STOCK PURCHASE AGREEMENT AND EXCEPT AS PROVIDED IN ARTICLE III HEREIN. THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED. THE GLOBAL SPECTRUM GROUP FURTHER AGREES THAT IT WILL NOT FILE OR PERMIT TO BE FILED ON ITS BEHALF ANY SUCH CLAIM. NOTHING CONTAINED IN THIS MUTUAL RELEASE AND WAIVER WILL LIMIT THE EFFECT OF SECTION 11.9 OF THE STOCK PURCHASE AGREEMENT.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Artra Group Inc), Stock Purchase Agreement (Lori Corp)
Mutual Release and Waiver. SANDLER PATEREK AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE GLOBAL DISCHARG▇ ▇▇▇▇▇RUM AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, GUARANTORSSHAREHOLDERS, CONSULTANTS, INDEPENDENT CONTRACTORS, ATTORNEYS, ADVISERS, SUCCESSORS AND ASSIGNS (THE "GLOBAL SPECTRUM GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH SANDLERPATEREK, HIS HEIRS, SUCCESSORS, OR ASSIGNS HAVE, OR MAY NOW OR ▇▇▇ ▇▇ IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE GLOBAL SPECTRUM GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE GLOBAL SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO SANDLERPATEREK, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTIONAC▇▇▇▇, OBLIGATIONS▇BLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT, ARRANGEMENT OR PRACTICE OF OR WITH ANY MEMBER OF THE GLOBAL SPECTRUM GROUP (INCLUDING ANY INDEMNIFICATION AGREEMENT OR OBLIGATION) OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER, INCLUDING, WITHOUT LIMITATION, ANY SUCH CLAIMS THAT ARISE OUT OF OR RELATE TO (I) SANDLERANY EVENT OCCURRING IN WHOLE OR IN PART PRIOR TO SPECTRUM'S ACQUISITION OF GLOBAL ON OCTOBER 31, 1993, (II) PATEREK'S RELATIONSHIP WITH THE GLOBAL SPECTRUM GROUP, (II) THE TERMINATION OF SUCH TERMINAT▇▇▇ ▇▇ ▇UCH RELATIONSHIP OR THE PURCHASE, OWNERSHIP AND SALE BY SPECTRUM OF GLOBAL, (III) THE EMPLOYMENT AGREEMENTAGREEMENT OR (IV) THE PENDING INDICTMENT OF PATEREK IN THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT O▇ ▇▇▇ ▇ORK, BUT EXCLUDING EXCEPT FOR ANY CLAIMS CLAIM WHICH PATEREK MAY HAVE FOR INDEMNIFICATION UNDER FOR LIABILITY RELATI▇▇ ▇▇ ▇IVIL CORPORATE MATTERS OF SPECTRUM IN WHICH PATEREK IS INVOLVED BECAUSE HE WAS AN OFFICER OF GLOBAL OR A ▇▇▇▇▇▇OR OF SPECTRUM OR IS ALLEGED TO HAVE BEEN AN OFFICER OF SPECTRUM (UNLESS A COURT DETERMINES THAT PATEREK WAS AN ACTIVE PARTICIPANT IN THE EMPLOYMENT AGREEMENT OR THE BY-LAWS OF GLOBALEVENT GIVING RISE TO ▇▇▇▇ ▇LAIM). THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED, INCLUDING, BUT NOT LIMITED TO, WAGES, BACK PAY, FRONT PAY, COMPENSATORY DAMAGES OR PUNITIVE DAMAGES. SANDLER PATEREK FURTHER AGREES THAT HE WILL NOT FILE OR PERMIT TO BE FILED ON ▇▇▇▇▇ ▇N HIS BEHALF ANY SUCH CLAIM. THE GLOBAL SPECTRUM GROUP AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE SANDLER PATEREK AND HIS HEIRS, SUCCESSORS AND ASSIGNS (THE "SANDLER GROUPPATEREK ▇▇▇▇▇"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMSC▇▇▇▇▇, KNOWN OR UNKNOWN, WHICH THE GLOBAL SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE SANDLER PATEREK GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE SANDLER O▇ ▇▇▇ ▇ATEREK GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO THE GLOBAL SP▇▇▇▇▇▇ GROUP, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT OR ARRANGEMENT OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER, EXCEPT FOR ANY CLAIMS, KNOWN OR UNKNOWN, WHICH THE SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE PATEREK GROUP ARISING UNDER SECTION 6.2, 6.4, 11.4, 12.3 OR 1▇.▇▇ ▇▇ THE STOCK PURCHASE AGREEMENT AND EXCEPT AS PROVIDED IN ARTICLE III HEREIN. THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED. THE GLOBAL SPECTRUM GROUP FURTHER AGREES THAT IT WILL NOT FILE OR PERMIT TO BE FILED ON ITS BEHALF ANY SUCH CLAIM. NOTHING CONTAINED IN THIS MUTUAL RELEASE AND WAIVER WILL LIMIT THE EFFECT OF SECTION 11.9 OF THE STOCK PURCHASE AGREEMENT.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Artra Group Inc), Stock Purchase Agreement (Lori Corp)
Mutual Release and Waiver. SANDLER FERRENTINO AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE GLOBAL ▇▇▇▇▇▇▇▇▇ SPECTRUM AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, GUARANTORSSHAREHOLDERS, CONSULTANTS, INDEPENDENT CONTRACTORS, ATTORNEYS, ADVISERS, SUCCESSORS AND ASSIGNS (THE "GLOBAL SPECTRUM GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH SANDLERFERRENTINO, HIS HEIRS, SUCCESSORS, OR ASSIGNS HAVEHAV▇, OR MAY ▇▇ ▇▇▇ NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE GLOBAL SPECTRUM GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE GLOBAL SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO SANDLERFERRENTINO, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ▇▇▇▇▇▇ ▇▇ ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT, ARRANGEMENT OR PRACTICE OF OR WITH ANY MEMBER OF THE GLOBAL SPECTRUM GROUP (INCLUDING ANY INDEMNIFICATION AGREEMENT OR OBLIGATION) OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER, INCLUDING, WITHOUT LIMITATION, ANY SUCH CLAIMS THAT ARISE OUT OF OR RELATE TO (I) SANDLERANY EVENT OCCURRING IN WHOLE OR IN PART PRIOR TO SPECTRUM'S ACQUISITION OF GLOBAL ON OCTOBER 31, 1993, (II) FERRENTINO'S RELATIONSHIP WITH THE GLOBAL SPECTRUM GROUP, (II) THE TERMINATION ▇▇▇ ▇▇▇▇▇▇ATION OF SUCH RELATIONSHIP OR THE PURCHASE, OWNERSHIP AND SALE BY SPECTRUM OF GLOBAL OR (III) THE EMPLOYMENT AGREEMENT, BUT EXCLUDING EXCEPT FOR ANY CLAIMS CLAIM WHICH FERRENTINO MAY HAVE FOR INDEMNIFICATION UNDER FOR LIABI▇▇▇▇ ▇▇▇▇▇ING TO CIVIL CORPORATE MATTERS OF SPECTRUM IN WHICH FERRENTINO IS INVOLVED BECAUSE HE WAS AN OFFICER ▇▇ ▇▇▇▇▇▇ OR IS ALLEGED TO HAVE BEEN AN OFFICER OF SPECTRUM (UNLESS A COURT DETERMINES THAT FERRENTINO WAS AN ACTIVE PARTICIPANT IN THE EMPLOYMENT AGREEMENT OR THE BY-LAWS OF GLOBALEVENT ▇▇▇▇▇▇ ▇▇SE TO SUCH CLAIM). THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED, INCLUDING, BUT NOT LIMITED TO, WAGES, BACK PAY, FRONT PAY, COMPENSATORY DAMAGES OR PUNITIVE DAMAGES. SANDLER FERRENTINO FURTHER AGREES THAT HE WILL NOT FILE OR PERMIT TO O▇ ▇▇▇▇▇▇ ▇O BE FILED ON HIS BEHALF ANY SUCH CLAIM. THE GLOBAL SPECTRUM GROUP AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE SANDLER FERRENTINO AND HIS HEIRS, SUCCESSORS AND ASSIGNS (THE ▇▇▇ "SANDLER ▇▇▇▇ENTINO GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL A▇▇ ▇▇▇ ▇▇▇ CLAIMS, KNOWN OR UNKNOWN, WHICH THE GLOBAL SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE SANDLER FERRENTINO GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER ▇▇▇ ▇▇▇▇▇▇ OF THE SANDLER FERRENTINO GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO THE GLOBAL ▇▇▇▇ ▇▇ ▇HE SPECTRUM GROUP, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT OR ARRANGEMENT OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER, EXCEPT FOR ANY CLAIMS, KNOWN OR UNKNOWN, WHICH THE SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE FERRENTINO GROUP ARISING UNDER SECTION 6.2, 6.4, ▇▇.▇. ▇▇.▇ OR 12.16 OF THE STOCK PURCHASE AGREEMENT AND EXCEPT AS PROVIDED IN ARTICLE III HEREIN. THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED. THE GLOBAL SPECTRUM GROUP FURTHER AGREES THAT IT WILL NOT FILE OR PERMIT TO BE FILED ON ITS BEHALF ANY SUCH CLAIM. NOTHING CONTAINED IN THIS MUTUAL RELEASE AND WAIVER WILL LIMIT THE EFFECT OF SECTION 11.9 OF THE STOCK PURCHASE AGREEMENT.
Appears in 1 contract
Sources: Stock Purchase Agreement (Spectrum Information Technologies Inc)
Mutual Release and Waiver. SANDLER PATEREK AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE GLOBAL DIS▇▇▇▇▇▇ SPECTRUM AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, GUARANTORSSHAREHOLDERS, CONSULTANTS, INDEPENDENT CONTRACTORS, ATTORNEYS, ADVISERS, SUCCESSORS AND ASSIGNS (THE "GLOBAL SPECTRUM GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH SANDLERPATEREK, HIS HEIRS, SUCCESSORS, OR ASSIGNS HAVE, OR MAY ▇▇ ▇▇▇ NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE GLOBAL SPECTRUM GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER OF THE GLOBAL SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO SANDLERPATEREK, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF CAU▇▇▇ ▇▇ ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT, ARRANGEMENT OR PRACTICE OF OR WITH ANY MEMBER OF THE GLOBAL SPECTRUM GROUP (INCLUDING ANY INDEMNIFICATION AGREEMENT OR OBLIGATION) OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER, INCLUDING, WITHOUT LIMITATION, ANY SUCH CLAIMS THAT ARISE OUT OF OR RELATE TO (I) SANDLERANY EVENT OCCURRING IN WHOLE OR IN PART PRIOR TO SPECTRUM'S ACQUISITION OF GLOBAL ON OCTOBER 31, 1993, (II) PATEREK'S RELATIONSHIP WITH THE GLOBAL SPECTRUM GROUP, (II) THE TERMINATION T▇▇ ▇▇▇▇▇▇ATION OF SUCH RELATIONSHIP OR THE PURCHASE, OWNERSHIP AND SALE BY SPECTRUM OF GLOBAL, (III) THE EMPLOYMENT AGREEMENTAGREEMENT OR (IV) THE PENDING INDICTMENT OF PATEREK IN THE U.S. DISTRICT COURT FOR THE EASTER▇ ▇▇▇▇▇ICT OF NEW YORK, BUT EXCLUDING EXCEPT FOR ANY CLAIMS CLAIM WHICH PATEREK MAY HAVE FOR INDEMNIFICATION UNDER FOR LIABILIT▇ ▇▇▇▇▇ING TO CIVIL CORPORATE MATTERS OF SPECTRUM IN WHICH PATEREK IS INVOLVED BECAUSE HE WAS AN OFFICER OF ▇▇▇▇▇▇ OR A DIRECTOR OF SPECTRUM OR IS ALLEGED TO HAVE BEEN AN OFFICER OF SPECTRUM (UNLESS A COURT DETERMINES THAT PATEREK WAS AN ACTIVE PARTICIPANT IN THE EMPLOYMENT AGREEMENT OR THE BY-LAWS OF GLOBALEVENT GI▇▇▇▇ ▇▇SE TO SUCH CLAIM). THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED, INCLUDING, BUT NOT LIMITED TO, WAGES, BACK PAY, FRONT PAY, COMPENSATORY DAMAGES OR PUNITIVE DAMAGES. SANDLER PATEREK FURTHER AGREES THAT HE WILL NOT FILE OR PERMIT TO P▇▇▇▇▇ ▇O BE FILED ON HIS BEHALF ANY SUCH CLAIM. THE GLOBAL SPECTRUM GROUP AGREES TO RELEASE, REMISE, ACQUIT AND DISCHARGE SANDLER PATEREK AND HIS HEIRS, SUCCESSORS AND ASSIGNS (THE TH▇ "SANDLER ▇▇▇▇REK GROUP"), JOINTLY AND SEVERALLY, FROM ANY AND ALL ▇▇▇ ▇▇▇ CLAIMS, KNOWN OR UNKNOWN, WHICH THE GLOBAL SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE SANDLER PATEREK GROUP AND ANY AND ALL LIABILITY WHICH ANY MEMBER ▇▇▇▇▇▇ OF THE SANDLER PATEREK GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE TO THE GLOBAL HA▇▇ ▇▇ ▇HE SPECTRUM GROUP, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES, ARISING FROM ANY AND ALL BASES, INCLUDING BUT NOT LIMITED TO ANY CLAIMS UNDER ANY POLICY, AGREEMENT OR ARRANGEMENT OR ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, RELATING TO ANY MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS MUTUAL RELEASE AND WAIVER, EXCEPT FOR ANY CLAIMS, KNOWN OR UNKNOWN, WHICH THE SPECTRUM GROUP HAS, OR MAY NOW OR IN THE FUTURE HAVE, AGAINST ANY MEMBER OF THE PATEREK GROUP ARISING UNDER SECTION 6.2, 6.4, 11.▇, ▇▇.▇ OR 12.16 OF THE STOCK PURCHASE AGREEMENT AND EXCEPT AS PROVIDED IN ARTICLE III HEREIN. THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED. THE GLOBAL SPECTRUM GROUP FURTHER AGREES THAT IT WILL NOT FILE OR PERMIT TO BE FILED ON ITS BEHALF ANY SUCH CLAIM. NOTHING CONTAINED IN THIS MUTUAL RELEASE AND WAIVER WILL LIMIT THE EFFECT OF SECTION 11.9 OF THE STOCK PURCHASE AGREEMENT.
Appears in 1 contract
Sources: Stock Purchase Agreement (Spectrum Information Technologies Inc)