Vendor Release Sample Clauses

Vendor Release. Vendor agrees that no Claim may be made by it against an Indemnified Party and Vendor unconditionally and irrevocably releases and discharges each Indemnified Party from any Claim that may be made by it, to recover from that Indemnified Party any Losses suffered or incurred by Vendor arising directly or indirectly as a result of the participation of that Indemnified Party in relation to the Sale, except in relation to matters where those Losses result from any fraud, recklessness, wilful misconduct or gross negligence of that Indemnified Party.

Vendor Release. Each Vendor, for itself and its Affiliates, effective at the Effective Time, hereby fully and irrevocably waives, releases and discharges the Purchaser, the Group Members and their respective Affiliates and Representatives, to the maximum extent permitted under Applicable Law, from any and all actions, causes of action, claims, demands, covenants, obligations, contracts, liabilities, costs and damages, whether absolute or contingent and of any nature whatsoever, at law or in equity, past, present or future, which any such Vendor now has or ever had or hereafter may have, against the Purchaser and/or any of the Group Members by reason of or in any way arising out of any cause, matter or thing whatsoever up to and inclusive of Effective Time; provided, however, that the foregoing release does not apply to any rights which any such Vendor may have under, pursuant to or arising from this Agreement.

Vendor Release. (a) As a material inducement to Buyer’s willingness to enter into and perform this Agreement and to purchase the Company Shares and Company Options for the consideration to be paid or provided to the Company Holders in connection with such purchase, each Vendor, on behalf of itself and each of its Affiliates and Representatives, hereby releases and forever discharges Buyer, the Company and each of their respective individual, joint or mutual, past, present and future Representatives, Affiliates, Subsidiaries, shareholders, directors, officers, employees, controlling persons, agents, attorneys, successors and assigns (individually, a “Releasee” and collectively, “Releasees”) from any and all Actions or Proceedings, Contracts and Liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which each Vendor or any of its Representatives now has, have 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, but not limited to, any rights to indemnification or reimbursement from the Company or any of its Subsidiaries, whether pursuant to the Company’s or its Subsidiaries' Charter Documents, Contracts or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that: (A) such Vendor is not releasing any rights available to such Vendor under this Agreement or any agreement entered into by such Vendor, Buyer or Company in connection herewith; (B) if such Vendor is an employee or contractor of Company, such Vendor is not releasing such Vendor’s rights, under any employment contract or services contract; (C) if such Vendor is an officer or director of Company, such officer or director is not releasing any D&O Claim that arises and is asserted by such Vendor in writing against Company within six (6) years after the Closing Date; and (D) such Vendor is not releasing any claims against Buyer that are wholly unrelated to Company, Company’s Affiliates, this Agreement, or the transactions contemplated herein.

Vendor Release. As of the Closing, each of the Vendor and its Affiliates shall execute and deliver a release (the “Vendor Release”) in a form mutually satisfactory to the Parties acting reasonably.