Release by the Purchasers Sample Clauses

Release by the Purchasers. In consideration for execution, delivery and performance of this Agreement by Shareholders, upon completion of the transactions contemplated by this Agreement the Company hereby forever waives, discharges and releases Shareholders (and Seller) from any and all claims that the Company may now have or had in the past or hereafter acquire against the Shareholders (or Seller), related to or arising out of any action taken by the Shareholders as an officer or director of the Company, provided said action was taken in good faith without gross negligence and not otherwise knowingly in violation of the law.
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Release by the Purchasers the Corporation and ▇▇▇▇▇▇▇ ------------------------------------------------------ (a) The Purchaser, the Corporation and ▇▇▇▇▇▇▇ (collectively, the Releasors") hereby release, remise, and forever discharge the Vendor and Bonso (collectively, the "Vendor Group") of and from all actions, causes of action, suits, debts, duties, accounts, bonds, covenants, contracts, claims and demands whatsoever in law or in equity which the Releasors (or any of them) now have or hereafter may have against the Vendor Group for or by reason of or in any way arising out of any cause, matter or thing whatsoever existing up to and including the date of this Agreement, and in particular and without in any way limiting the generality of the foregoing, as a result of, in connection with or arising out of: (i) either member of the Vendor Group having been a direct or indirect shareholder or debtor of the Corporation; (ii) any obligation of Bonso or any of its officers, directors, agents or affiliates of any nature or kind whatsoever to the Corporation, ▇▇▇▇▇▇▇, or their respective affiliates; (iii) the Shareholders Agreement, and (iv) ▇▇▇▇▇▇▇ So, Kit (▇▇▇▇▇) ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ So, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ or any other officer, director, agent or employee of Bonso having been an officer, director or employee of the Corporation. (b) The Releasors further covenants and agrees with the Vendor Group not to join, assist, aid or act in concert in any manner whatsoever with any other person, firm or corporation in the making of any claim or demand or in the bringing of any proceeding or action in any manner whatsoever against the Vendor Group or any of them or to make any claim or to take any proceedings against any other person or entity in respect of the matters and claims hereby released who might claim contribution or indemnity from the Vendor Group or any of them. (c) This Release shall not extend to release the members of the Vendor Group from: (i) the terms of this Agreement; or (ii) the Escrow Agreement made as of the 1st day of August 2002 among Bonso, the Vendor, ▇▇▇▇▇▇▇, the Corporation and Pallett Valo LLP.
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Release by the Purchasers i. Each Purchaser hereunder, for itself and on behalf of its respective successors and assigns, does hereby release, acquit and forever discharge Company and Jaguar and all of their respective past and present officers, directors, attorneys, affiliates, employees and agents, of and from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length (each, a “Purchaser Released Claim” and collectively, the “Purchaser Released Claims”), that any Purchaser hereunder now has as of the Effective Date or may acquire in any way arising out of, connected with or related to the Original First Tranche Notes. ii. Each person signing below on behalf of any Purchaser hereunder acknowledges that he or she has read each of the provisions of this Section 5(b). Each such person fully understands that this Section 5(b) has important legal consequences, and each such person realizes that they are releasing any and all Purchaser Released Claims that any such Purchaser may have. Each Purchaser hereunder hereby acknowledges that it has had an opportunity to obtain a lawyer’s advice concerning the legal consequences of each of the provisions of this Section 5(b). iii. Each Purchaser hereby specifically acknowledges and agrees that: (x) none of the provisions of this Section 5(b) shall be construed as or constitute an admission of any liability on the part of Company; (y) the provisions of this Section 5(b) shall constitute an absolute bar to any Purchaser Released Claim of any kind, whether any such Purchaser Released Claim is based on contract, tort, warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Purchaser Released Claim barred by the provisions of this Section 5(b) shall subject each Purchaser to the provisions of applicable law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action. iv. Each Purchaser expressly waives any and all rights and benefits conferred upon it by Section 1542 of the Civil Code of the State of C...
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Release by the Purchasers i. Each Purchaser hereunder, for itself and on behalf of its respective successors and assigns, does hereby release, acquit and forever discharge Company and Jaguar and all of their respective past and present officers, directors, attorneys, affiliates, employees and agents, of and from any and all claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance, causes of action, defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises, damages, costs, losses and expenses, of every type, kind, nature, description or character, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length (each, a “Purchaser Released Claim” and collectively, the “Purchaser Released Claims”), that any Purchaser hereunder now has as of the Effective Date or may acquire in any way arising out of, connected with or related to the Original Second Tranche Notes, Note Purchase Agreement, First Amendment and Second Amendment. ii. Each person signing below on behalf of any Purchaser hereunder acknowledges that he or she has read each of the provisions of this Section
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Release by the Purchasers. Each of the Company Related Persons hereby irrevocably and unconditionally release, and forever discharge the Seller Releasors of and from any and all Claims which any of the Company Related Persons ever had, now have, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever against any of the Seller Releasors. Without limiting the foregoing, the Company Related Persons each jointly and severally expressly acknowledge that his/its release hereunder is intended to include in its effect, without limitation, all Claims which have arisen and of which he knows, does not know, should have known, had reason to know, suspects to exist or might exist in his favor at the time of the signing, including, without limitation, any Claims relating directly or indirectly to the Seller Releasors and the transactions contemplated by the Original Agreement. This release shall be binding upon each of the Company Related Persons and their respective partners, officers, directors, stockholders, employees, agents, representatives, personal representatives, heirs, assigns, successors and affiliates, and shall inure to the benefit of each of the respective Seller Releasors.
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Release by the Purchasers. Each Purchaser, on behalf of himself, his heirs, executors, representatives, agents, insurers, administrators, successors, assigns, and successors in interest, and all persons acting by, through, under, or in concert with him, and each of them, hereby release and discharge the Seller, together with the Seller’s predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, judgments, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, whether known or unknown, from the beginning of time to the date of this Agreement, which such Purchaser has, or may have had, against the Seller, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from any agreement or other matter between the Purchaser and the Seller.
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Related to Release by the Purchasers

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Performance by the Purchasers Each Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the Closing.

  • Release by the Company (a) The Company hereby unconditionally and irrevocably releases and forever discharges each Seller and each of their Representatives (collectively, the “Seller Releasees”) from any and all claims, counterclaims, setoffs, demands, Actions, orders, obligations, contracts, agreements, debts, damages, expenses, losses and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity (collectively, “Company Claims”), which the Company now has, has ever had, or may hereafter have against the Seller Releasees arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing, whether or not relating to Company Claims pending on, or asserted after, the Closing (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Release will operate to release any obligation of Sellers set forth in (i) the Purchase Agreement or any agreement or instrument being executed and delivered pursuant to the Purchase Agreement or (ii) the Employment Agreement or the Separation Agreement. (b) The Company represents and warrants to each Seller Releasee that the Company has not transferred, assigned, or otherwise disposed of any part of or interest in any Company Released Claim. (c) The Company hereby irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Seller Releasee based upon any Company Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Seller Releasee, the Company shall indemnify and hold harmless each Seller Releasee from and against and shall pay to each Seller Releasee the amount of, or reimburse each Seller Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of the Company of any Company Released Claim, and (b) the assertion by any third party of any claim or demand against any Seller Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Company against such third party of any Company Released Claim.

  • Indemnification by the Purchasers Each of the Purchasers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, each Seller and each of the Sellers’ Affiliates, and each of their respective officers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”), from and against all Losses that such Seller Indemnified Party may at any time suffer or incur, or become subject to that, directly or indirectly, arise out of or relate to (a) any Assumed Servicing Liability, (b) any failure by the Purchasers to perform their Serviced Duties and other obligations under this Agreement in accordance with the terms hereof or any other breach or violation by the Purchasers of the terms hereof, (c) any action or omission of the Purchasers or their Affiliates or their agents (including such agents appointed pursuant to Section 3.6 hereof) with respect to any Serviced Appointment, whether pursuant hereto or to a Serviced Corporate Trust Contract or otherwise, or (d) the Sellers’ role as backup advancing agent with respect to any Corporate Trust Contract pursuant to clause (c) of the definition of “Retained Duty” (except to the extent the Sellers negligently failed to make a backup advance as required pursuant to such Retained Duty); provided, however, that the Purchasers shall not be required to indemnify any Seller for any matter which would require indemnification of the Purchasers by any Seller under Section 8.2.

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall, and shall cause its Purchaser Affiliates to: (a) deliver to BSC an amount equal to the Initial Purchase Price (and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing; (b) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunder; (c) deliver to BSC duly executed counterparts of each Ancillary Agreement to which the Purchaser or any of its Affiliates is a party; (d) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, party and the consummation of the transactions contemplated hereby and thereby; (e) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary of the applicable Purchaser Affiliate, of the resolutions duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or will on the Closing Date be, party and the consummation of the transactions contemplated thereby; and (f) deliver to BSC the certificate referenced in Section 7.01(a)(iii).