/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/Release/0.md
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EXHIBIT 2.4(a)(v) =
Doc.Ti = Release
Ti =
{Doc.Ti}
0.1.sec = This {Doc.Ti} is made as of {EffectiveDate.YMD} by {Seller.X.US.N,E,A} (“{_Seller}”). This is one of the {_Releases} referred to in the {SPA.Doc.Ti} (the “{_Purchase_Agreement}”), dated {SPA.EffectiveDate.YMD}, among {Buyer.US.N,E,A} (“{_Buyer}”), and {_Seller} and the other sellers named therein (the “Other {_Sellers}”). Capitalized terms used in this {_Release} without definition have the respective meanings given to them in the {_Purchase_Agreement}.
0.2.sec = {_Seller} acknowledges and agrees that execution and delivery of this {_Release} is a condition to {_Buyer}’s obligation to purchase the outstanding capital stock of the {_Company} pursuant to the {_Purchase_Agreement} and that {_Buyer} is relying on this {_Release} in consummating such purchase.
0.3.sec = {_Seller}, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, in order to induce {_Buyer} to purchase the outstanding capital stock of the {_Company} pursuant to the {_Purchase_Agreement}, agrees as follows:
0. = [G/Z/paras/s3]
1.sec = {Who.cl} {verb.cl} {Whom.cl} {From.cl}; {Proviso.cl}.
Who.cl = {_Seller}, for himself or herself and on behalf of each of his or her Related Persons,
verb.cl = hereby unconditionally and irrevocably releases and forever discharges
Whom.cl = {_Buyer}, each {_Acquired_Company}, each of their Employee Plans, and each of their respective individual, joint or mutual, past, present, and future Representatives, affiliates, shareholders, controlling persons, {_Subsidiaries}, successors, and assigns (individually, a “{_Releasee}” and collectively, “{_Releasees}”)
From.cl = from any and all claims, counterclaims, setoffs, demands, Proceedings, causes of action, Orders, obligations, contracts, agreements, debts, damages, and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity (collectively, “{_Claims}”), which {_Seller} or his or her Related Persons now has, has ever had, or may hereafter have against the respective {_Releasees} arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing Date, including any right to indemnification, reimbursement from, or payment by any {_Acquired_Company}, whether pursuant to their respective Organizational Documents, contract, or otherwise and whether or not relating to {_Claims} pending on, or asserted after, the Closing Date (collectively, the “{_Released_Claims}”)
Proviso.cl = provided, however, that nothing contained in this {_Release} will operate to release (a) any obligation of {_Buyer} arising under the {_Purchase_Agreement} or any agreement or instrument being executed and delivered pursuant to the {_Purchase_Agreement}, or (b) any obligation of any {_Acquired_Company} listed on Schedule A
2.sec = {_Seller} represents and warrants to each {_Releasee} that {_Seller} has not transferred, assigned, or otherwise disposed of any part of or interest in any {_Released_Claim}.
3.sec = {_Seller} 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 Proceeding of any kind against any {_Releasee} based upon any {_Released_Claim}.
4.sec = Without in any way limiting any rights and remedies otherwise available to any {_Releasee}, {_Seller}, jointly and severally with the Other {_Sellers}, shall indemnify and hold harmless each {_Releasee} from and against and shall pay to each {_Releasee} the amount of, or reimburse each {_Releasee} for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including costs of investigation and defense and reasonable attorneys’ and 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 {_Seller} or any of his or her Related Persons of any {_Released_Claim}, and (b) the assertion by any third party of any claim or demand against any {_Releasee} which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of {_Seller} or any of his or her Related Persons against such third party of any {_Released_Claim}.
5.sec = {_Seller} acknowledges and agrees that the execution of this {_Release} does not constitute in any manner whatsoever an admission of liability on the part of any {_Releasee} for any {_Released_Claim}, and that such liability is specifically denied.
6.sec = {_Seller} agrees to (a) execute and deliver such other documents, and (b) do such other acts and things, as {_Buyer} may reasonably request for the purpose of carrying out the intent of this {_Release}.
7.sec = This {_Release} may not be amended, supplemented, or otherwise modified except in a writing signed by the person against whose interest such change will operate.
8.sec = All matters relating to or arising out of this {_Release} will be governed by and construed and interpreted under the laws of {Law.State.the}, without regard to conflicts of laws principles that would require the application of any other law.
9.sec = If any provision of this {_Release} is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this {_Release} will remain in full force and effect. Any provision of this {_Release} held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
00.1.sec = IN WITNESS WHEREOF, the undersigned has executed and delivered this {_Release} as of the date first written above.
00.2.sec = {Seller.X.US.Frame.Sign.Block}
00.3.sec = Schedule A
{Annex.sec}
Annex.sec = TBD
00. = [G/Z/paras/s3]
= [G/Z/ol/s9]
[All obligations to which the {_Release} does not apply to be listed.] =