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Legal Ease
Legal Ease, Lawyer
Category: Canada Law
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Experience:  Lawyer
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Please explain what the following means in laymen's terms;

Customer Question

Please explain what the following means in laymen's terms;
The Company covenants and agrees that it shall:
(a) use commercially reasonable efforts to obtain a full and final mutual release, in form and substance satisfactory to the Purchaser, acting reasonably, from any and all employees or officers of the Company or any of its Subsidiaries, if any, that are entitled to any severance, termination, change of control or other similar payments, (i) in connection with their resignation or termination of employment prior to the Effective Date, or (ii) as a result of the completion of the Arrangement; and
Submitted: 1 year ago.
Category: Canada Law
Expert:  Legal Ease replied 1 year ago.

Your post got cut off. Please complete it and I will answer.

Customer: replied 1 year ago.
The post wasn't cut off. That is all I want to know. I am clear on the second provision.
Customer: replied 1 year ago.
b) use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against the Company or any of its Subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby and use commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to the Company or any of its Subsidiaries which may prevent, prohibit or materially adversely affect the ability of the Parties to complete and consummate the Arrangement or unduly delay such completion and consummation.
Customer: replied 1 year ago.
Above is the second provision. But I am not concerned with that.
Expert:  Legal Ease replied 1 year ago.

The seller of the company is promising the purchaser of the company that the seller will do it all it can to have all of the employees sign releases so that they will not later sue the purchaser of the company for wrongful dismissal or anything related to that reason.

Customer: replied 1 year ago.
it does not mean that the purchaser will not honor existing change of control agreements, employee agreements or severance packages?
Expert:  Legal Ease replied 1 year ago.

It means the purchaser doesn't want to be sued if they don't.

It doesn't necessarily mean they won't honour them.

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