Seller Release Sample Clauses

Seller Release. Effective as of the Closing, Seller, for itself, its Affiliates, and for its successors and assigns (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each of Parent, Buyer and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the...
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Seller Release. Effective as of the Closing, Seller, on behalf of itself, its Affiliates, and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (each, a “Releasee”) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingent, relating to or arising in connection with the operation of the businesses of the Sale Entities on or prior to the Closing Date; provided, however, that such release shall not operate to release any such Releasee (a) from any of the terms, conditions or other obligations under this Agreement or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16.
Seller Release. For and in consideration of the amount to be paid to U.S. Seller under this Agreement, and the additional covenants and promises set forth herein, effective as of from and after the Closing, each Seller, on behalf of itself and on behalf of each of its respective past, present and future affiliates and subsidiaries, and all of their past, present and future respective stockholders, members, partners, general partners, limited partners, directors, officers, managers, control persons, employees and administrators and their respective heirs, executors, agents, representatives, successors and assigns (collectively, the “Zabeel Parties”), hereby absolutely, unconditionally and irrevocably releases, remits, acquits and forever discharges each of the Companies and their respective past, present and future affiliates and subsidiaries (including MGLLC and Purchaser), and all of their past, present and future respective stockholders, members, partners, general partners, limited partners, directors, officers, managers, control persons, employees and administrators and their respective heirs, executors, agents, representatives, successors and assigns (collectively, the “Company Parties”), with respect to and from any and all claims, demands, actions, suites, causes of action, obligations, debts costs, expenses, interests, damages, judgments, orders and liabilities of any kind or nature whatsoever (upon any legal or equitable theory, whether contractual, common law, statutory, federal, state, local or otherwise, and including but not limited to any claims for attorneys’ fees, or costs or disbursements of any kind), whether known or unknown (collectively, “Causes of Action”), which any of the Zabeel Parties had, has, or may have had at any time in the past until and including the Closing against the Company Parties, excluding Causes of Action related to this the Agreement and the Transactions, including the dividend payable pursuant to Section 6.7 hereof.
Seller Release. EFFECTIVE AS OF THE CLOSING, SELLER DOES FOR ITSELF, AND ITS RESPECTIVE AFFILIATES, PARTNERS, SUCCESSORS AND ASSIGNS, IF ANY, RELEASE AND ABSOLUTELY FOREVER DISCHARGE THE COMPANY AND ITS SUBSIDIARIES AND THEIR RESPECTIVE OFFICERS, MANAGERS, DIRECTORS, MEMBERS OF ANY APPLICABLE GOVERNING BODY, SECURITYHOLDERS, AFFILIATES, EMPLOYEES, ADVISORS, REPRESENTATIVES AND AGENTS (EACH, A “RELEASED PARTY”) FROM AND AGAINST ALL RELEASED MATTERS. “RELEASED MATTERS” MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), LOSSES, ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT SELLER NOW HAS, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, AS A SECURITYHOLDER (WHETHER DIRECT OR INDIRECT), INCLUDING AS A HOLDER OF THE EXCHANGEABLE SHARES, OFFICER, MANAGER, DIRECTOR, MEMBER OF ANY APPLICABLE GOVERNING BODY, CONTRACTOR, CONSULTANT OR EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, ARISING BY VIRTUE OF OR IN ANY MATTER RELATED TO ANY ACTIONS OR INACTIONS WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE AFFAIRS ON OR BEFORE THE CLOSING DATE; PROVIDED THAT RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT OF SELLER CONTAINED IN THIS AGREEMENT. IT IS THE INTENTION OF SELLER IN EXECUTING THIS RELEASE, AND IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 6.15 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY SELLER AND THE RELEASED PARTIES OF ALL RELEASED MATTERS INCLUDING ACCRUED BUT UNPAID DISTRIBUTIONS AND PAYMENTS IN CONNECTION WITH A LIQUIDATION OR CHANGE OF CONTROL TRANSACTION. NOTWITHSTANDING ANYTHING HEREIN OR OTHERWISE TO THE CONTRARY, THE RELEASE CONTAINED IN THIS SECTION 6.15 WILL NOT BE EFFECTIVE SO AS TO BENEFIT A PARTICULAR RELEASED PARTY IN CONNECTION WITH ANY MATTER OR EVENT THAT WOULD OTHERWISE CONSTITUTE A RELEASED MATTER, BUT INVOLVED FRAUD, WILLFUL CONCEALMENT OR THE BREACH OF ANY APPLICABLE LAW ON THE PART OF SUCH RELEASED PARTY. SELLER HEREBY REPRESENTS TO THE COMPANY AND BUYER THAT SELLER HAS NOT VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER TO ANY PERSON ANY RELEASED MATTERS AND THAT NO PERSON OTHER THAN SELLER HAS ANY INTEREST IN ANY RELEASED MATTER BY LAW OR CONTR...
Seller Release. Effective as of the Closing, the Sellers do for themselves and their officers, directors, stockholders, Affiliates, employees, partners, heirs, beneficiaries, successors and assigns, if any, hereby irrevocably and unconditionally release and absolutely forever discharge the Acquired Companies and their respective officers, directors, stockholders, Affiliates, employees, administrators and agents (each, a “Company Released Party”) from and against all Seller Released Matters. As used herein, the term “Seller Released Matters” means any and all Claims, damages, debts, liabilities, obligations (including any rights of contribution or indemnity obligations), costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that the Sellers now have, at any time previously had, or shall or may have in the future arising with respect to their direct or indirect ownership interest in the Acquired Companies or by virtue of or in any matter related to any actions or inactions with respect to the Acquired Companies, in each case on or before the Closing Date; provided, that the Seller Released Matters shall not include (i) any rights granted to the Sellers under this Agreement or the Seller Documents or the Company Documents, (ii) in the case of any Seller that is an employee of a Target Company, rights to compensation accrued prior to the Closing Date under Benefit Plans provided to the Purchaser prior to the date hereof, or (iii) any rights of indemnification pursuant to any Indemnification Agreement or the Organizational Documents of the Acquired Companies with respect to actions or events that took place prior to the Closing. Each Seller hereby represents and warrants that it or he has not assigned any Claims released or purported to be released pursuant to this Section 8.11 to any other Person.
Seller Release. Purchaser acknowledges that it has had the opportunity to inspect the Seller Properties and to observe its physical characteristics and existing conditions as Purchaser deems necessary, and Purchaser hereby FOREVER RELEASES AND DISCHARGES Seller from all responsibility and liability (other than that arising under the representations, warranties or covenants of Seller expressly set forth in this Agreement or due to Seller’s fraud), including without limitation, liabilities and responsibilities for the physical, environmental or legal compliance status of the Seller Properties, whether arising before or after the Signing Date, and regarding the condition, valuation, salability or utility of the Seller Properties, or its suitability for any purpose whatsoever (including, but not limited to, with respect to the presence in the soil, air, structures and surface and subsurface waters, of Hazardous Material or other materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Seller Properties under current or future federal, state and local laws, regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous Material on, under, adjacent to or otherwise affecting the Seller Properties). Except as to representations, warranties or covenants of Seller expressly set forth in this Agreement, Purchaser further hereby WAIVES (and by Closing this transaction will be deemed to have WAIVED) any and all objections and complaints (including, but not limited to, federal, state and local statutory and common law based actions, and any private right of action under any federal, state or local laws, regulations or guidelines to which the Seller Properties is or may be subject, including, but not limited to, Environmental Laws) concerning the physical characteristics and any existing conditions of the Seller Properties, including, without limitation, the lessor’s obligations under the Real Property Leases relating to the physical, environmental or legal compliance status of the Seller Properties, whether arising before or after the Signing Date. Purchaser further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Seller Properties and, except as to representa...
Seller Release. Effective as of, and from and after the Closing and without any further action by Seller:
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Seller Release. (a). Provided that the Closing shall be completed, effective as of the Closing Date, Seller and its controlled Affiliates, successors and assigns (the “Seller Releasing Parties”), hereby (but subject to exclusions hereafter set out in this Section 8.9) fully and unconditionally release, acquit and forever discharge Buyer and the Group Companies and their respective equityholders, controlling persons, directors, officers, employees, agents, Representatives, controlled Affiliates, members, managers, general or limited partners, or assignees (or any former, current or future equityholder, controlling person, director, officer, employee, agent, representative, controlled Affiliate, member, manager, general or limited partner, or assignee of any of the foregoing) (each, a “Seller Released Party”) from any and all manner of actions, causes of actions, claims, obligations, demands, damages, costs, expenses, compensation or other relief, whether known or unknown, whether in law or equity, that such party ever had, now has or ever may have or claim to have against any Seller Released Party arising out of or relating to or accruing from their relationship with the Company or other Group Companies prior to the Closing Date (including in respect of the management or operation of the Group Companies) (collectively, the respective “Seller Released Claims”) but excluding any and all claims under this Agreement and the other Transaction Documents and any and all Claims based on Fraud. Provided that the Closing shall be completed, effective as of the Closing Date, the Seller Releasing Parties expressly waive all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Without limiting the generality of the foregoing, each Seller Releasing Party waives all rights under, and acknowledges and agrees that it has read and understands and has been fully advised by its attorneys as to the contents of, Section 1542 of the Civil Code of the State of California, which provides: 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. Each Seller Releasing Party understands the significance of this release of unknown claims and waiver of statutory protection against a release of unknown claims, and acknowledges and agrees that this waiver is an esse...
Seller Release. (a) Effective as of the Closing, Seller, on behalf of itself and its Affiliates and each of their respective employees, officers, directors, equityholders, partners, members, advisors, successors and assigns (the “Seller Releasing Parties”), hereby irrevocably releases and forever discharges any and all rights, claims, obligations, liabilities, debts and causes of action it has had, now has or might now have against the Business (including the Purchased Assets) and its employees, officers, directors, equityholders, partners, members, advisors, successors and assigns (the “Business Released Parties”) to the extent arising out of, or relating to, the organization, management or operation of the Business prior to the Closing (the “Released Claims”); provided, that the Released Claims shall not include, and nothing in this Section 6.14 is intended to, nor does it, limit, impair or otherwise modify or affect, any rights, claims, obligations, liabilities, debts or causes of action arising from any obligation of any party arising under this Agreement, the other Transaction Documents or any other Contract between Seller or a Subsidiary thereof, on the one hand, and Purchaser or a Subsidiary thereof, on the other hand. Effective upon the Closing, Seller, for itself and each of the Seller Releasing Parties, irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, distributing or causing to be commenced, any Proceeding of any kind against the Business Released Parties based on any Released Claim.
Seller Release. Effective as of the Closing Date, the Seller hereby forever releases and discharges the Company from any and all claims of such Seller against the Company or liabilities or obligations of the Company to such Seller as a result of such Seller's having been a stockholder of the Company, whether known or unknown, past or present.
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