Release of Certain Claims Clause Samples

Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger pursuant to the Merger Agreement, Seller and Seller Bank, and each of their respective directors and officers (in their capacities as such), and their respective successors and assigns, and each of them (hereinafter, individually and collectively, the “Released Parties”) of and from any and all liabilities, claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character, or description (collectively, “Claims”), which the undersigned, solely in his or her capacity as an officer, director, or employee of Seller or Seller Bank has or claims to have, or previously had or claimed to have, in each case as of the Effective Time, against any of the Released Parties, whether or not in law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events, or occurrences known or unknown, matured or unmatured, contingent or otherwise (individually a “Released Claim,” and collectively, the “Released Claims”), except for (i) compensation for services that have accrued but have not yet been paid in the ordinary course of business consistent with past practice, unpaid reimbursable expenses, or other contract rights relating to severance, employment, stock options, and restricted stock grants which have been disclosed in writing to Buyer on or prior to the date of the Merger Agreement, and (ii) the items listed in Section 4.9(b) below. (b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following: (i) any Claims that the undersigned may have in any capacity other than as an officer, director, or employee of Seller or Seller Bank, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and Seller Bank, (B) Claims as a depositor under any deposit account with Seller Bank, (C) Claims as the holder of any Certificate of Deposit issued by Seller Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director, or employee of any Seller or Seller Bank; and (E) Claims as a holder of any check issued by any other depositor of Seller Bank; (ii) the Claims excluded in Section 4.9(a)(i) above; (iii) any Claims that the undersigned may have under the Merger Agreement; or (iv) any right to i...

Release of Certain Claims. WITH RESPECT TO THE FOREGOING RELEASE OF CLAIMS, IN GIVING SUCH RELEASE, BUYER ACKNOWLEDGES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, AS AMENDED OR MODIFIED, WHICH PROVIDES THAT: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS SECTION 7 AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL, IS FULLY AWARE OF ITS CONSEQUENCES, AND THAT THE PROVISIONS OF THIS SECTION 7 ARE A MATERIAL PART OF THIS AGREEMENT; PROVIDED, HOWEVER, SUCH RELEASE, WAIVER OR DISCHARGE PURSUANT TO THIS SECTION 7: (A) SHALL NOT APPLY AND SHALL BE OF NO FORCE OR EFFECT AS TO ANY CLAIMS RELATING TO: (I) SELLER’S BREACH OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE BREACH OF ANY REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT, (II) SELLER’S FRAUD, (III) SELLER’S INTENTIONAL MISREPRESENTATION, (IV) CLAIMS DESCRIBED IN SECTION 7.1.5, OR (V) ANY CLAIMS UNDER THE EFI LEASE OR ANY OTHER AGREEMENT ENTERED INTO BY THE PARTIES AT CLOSING; AND (B) SHALL ONLY BE EFFECTIVE FROM AND AFTER THE CLOSING WITH RESPECT TO CLAIMS UNDER THE GILEAD SUBLEASE OR UNDER THE RECIPROCAL EASEMENT AGREEMENT RECORDED ON JANUARY 30, 2009 IN THE OFFICIAL RECORDS OF THE COUNTY AS DOCUMENT NO. 2009-008980 OR THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR VINTAGE PARK RECORDED DECEMBER 27, 1985 IN THE OFFICIAL RECORDS OF THE COUNTY AS DOCUMENT NO. 85138387. Seller (/s/ G. G. ) Buyer ( illegible )

Release of Certain Claims. The Company acknowledges and agrees as follows: (i) the amounts listed under the heading “Total Claims” on Schedule 5.10 are due and payable to Mr. Tick by the Company as of immediately prior to the Closing; (ii) the non-cash portion of the Loan Amount described in Exhibit B hereto shall by funded by Mr. Tick (on a dollar-for-dollar basis) through the release by Mr. Tick of certain claims in the amounts listed under the heading “Released Amounts” on Schedule 5.10, which shall reduce such “Total Claims” on a dollar-for-dollar basis in the amount of such released claims; and (iii) following the payment contemplated by Section 5.3(d) above, the amount of such “Total Claims” for Mr. Tick shall be further reduced on a dollar-for-dollar basis in the amount of such payment.

Release of Certain Claims. (a) The undersigned hereby releases and forever discharges, effective upon the consummation of the Merger pursuant to the Merger Agreement, Seller and Seller Bank, and each of their (b) For avoidance of doubt, the parties acknowledge and agree that the Released Claims do not include any of the following: (i) any Claims that the undersigned may have in any capacity other than as an officer, director, or employee of Seller or Seller Bank, including, but not limited to, (A) Claims as a borrower under loan commitments and agreements between the undersigned and Seller Bank, (B) Claims as a depositor under any deposit account with Seller Bank, (C) Claims as the holder of any Certificate of Deposit issued by Seller Bank, (D) Claims on account of any services rendered by the undersigned in a capacity other than as an officer, director, or employee of any Seller or Seller Bank; and (E) Claims as a holder of any check issued by any other depositor of Seller Bank; (ii) the Claims excluded in Section 4.9(a)(i) above; (iii) any Claims that the undersigned may have under the Merger Agreement; or (iv) any right to indemnification that the undersigned may have under the articles of incorporation or bylaws of Seller or Seller Bank, under Tennessee law or the Merger Agreement; ARTICLE V MISCELLANEOUS 5.

Release of Certain Claims a. Calabash and Bashforth, for themselves, their beneficiaries, heirs, successors and assigns IRREVOCABLY AND UNCONDITIONALLY RELEASE, ACQUIT, AND FOREVER DISCHARGE SciDyn, its affiliates and their respective current and former parents, subsidiaries, affiliates, and related corporations, firms, associations, partnerships and limited liability companies, their successors and assigns, and the current and former owners, shareholders, directors, officers, employees, agents, attorneys, representatives, partners, members, and insurers of said corporations, firms, associations, partnerships, limited liability companies, and entities, and their successors, assigns, heirs, executors, and administrators (hereinafter collectively in this subparagraph referred to as the "Releasees") from any and all claims, complaints, grievances, liabilities, obligations, promises, agreements, damages, causes of action, rights, debts, demands, controversies, costs, losses, and expenses (including attorneys' fees and expenses) pertaining to or arising out of the Consulting Agreement or the termination thereof or the relationship between Bashforth and SciDyn arising in connection therewith. b. SciDyn, for itself and on behalf of its assigns and successors, IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES Calabash and Bashforth, their beneficiaries, heirs, successors and assigns (hereinafter collectively referred to in this subparagraph as the "Releasees") from any and all claims, complaints, grievances, liabilities, obligations, promises, agreements, damages, causes of action, rights, debts, demands, controversies, costs, losses and expenses (including attorneys' fees and expenses) pertaining to or arising out of the Consulting Agreement or the termination thereof or the relationship between Bashforth and SciDyn arising in connection therewith.

Release of Certain Claims. The Seller (A) hereby releases, waives and forever discharges the Company and the Subsidiaries from any obligation to contribute to its Losses or indemnify the Seller for Losses, and (B) hereby agrees that it will not be entitled to contribution from, or indemnification by, the Company and the Subsidiaries, under their certificates of incorporation, charter documents or by-laws, this Agreement, applicable laws or otherwise, in each case in respect of amounts indemnified by the Seller to the Purchaser, the Company or the Subsidiaries from and after the Effective Time (including under Section 7.02(a) of this Agreement). The Seller also agrees that it will not make, or permit to be made, any Claim against any directors' and officers' insurance policy maintained or to be maintained by the Company in respect of amounts due from any Seller to the Purchaser, the Company or the Subsidiaries from and after the Effective Time, if the carrier of such insurance policy would have any right of subrogation against the Company in respect of such Claim.

Release of Certain Claims. Seller shall have obtained a release or cancellation, in form and substance satisfactory to Buyer, from Venture One Real Estate, LLC of any and all present or future claims Venture One Real Estate, LLC may assert against Buyer or the Assets under that certain Exclusive Agency and Representation Agreement Between Seller and Venture One Real Estate, LLC dated September 1, 2000.

Release of Certain Claims. At the Closing, each Significant Stockholder shall, in its capacity as a stockholder of the Company, deliver to Parent an executed release in the form attached as Exhibit C (the “Release”).

Release of Certain Claims. 8.7.3.1 Provided that Seller materially complies with its obligations under this Amendment No. 2, Buyer waives and releases all claims, rights or causes of action Buyer may have, including, but not limited to, any rights Buyer may have under Articles 8, 10, 14 or 16, with respect to the following items: Amendment No. ▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (▇) ▇▇▇ settlement and structural condition of Tanks 739, 740, 780, 782, 783 and 785 at Marr▇▇▇. (b) Compliance with secondary containment requirements for tanks at Marr▇▇▇. (c) The shorted pipeline casings at Marr▇▇▇ identified in July 9 Letter. (d) Low cathodic protection potential readings at Corpus Christi identified in Item 19 of the July 9 Letter. (e) The condition of roofs on storage tanks 17, 43, 104, 108 and 113 at Corpus Christi.