Seller Release. As of immediately after the Closing and effective upon payment by the Buyer to such Seller (or to the Representative on such Seller’s behalf) of the Purchase Consideration to which such Seller is entitled at Closing, each Seller, to the fullest extent permitted by Applicable Law, hereby releases and forever discharges the Company, the Buyer, its Subsidiaries, each Equityholder Party, their successors and assigns (individually, a “Releasee” and collectively, “Releasees”) from any and all claims, demands, proceedings, causes of action, orders, judgments, obligations, contracts, agreements, debts, losses, costs, expenses, damages and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity (“Claims”), which the undersigned now has, has ever had or may hereafter have against the respective Releasees to the extent arising as a result of such Seller’s equity ownership or investment in the Company and its Subsidiaries on and prior to the Closing Date (collectively, the “Released Matters”). The “Released Matters” shall also include, in the case of any Seller that is an Odyssey Investment Partnership, any Claims, rights, or obligations of any Odyssey Investment Partnership under any contract or arrangement with the Company or any of its Subsidiaries not disclosed to Buyer prior to the date hereof. For the avoidance of doubt, in no event shall the foregoing release and discharge extend to, and in no event shall the “Released Matters” include, (a) any Claims or rights of such Seller or any other Equityholder Party under any contract, agreement or arrangement disclosed on the Company Disclosure Letter, (b) any Claims or rights such Seller or any other Equityholder Party, has as a holder of debt securities, or Agent for such holders of debt securities, of the Company or any of their Subsidiaries (including the Senior Credit Facility, the Opco Notes and the Holdco Notes), (c) any Claims or rights to reimbursement, indemnification or contribution of such Seller or such Seller’s Agents in his, her or its capacity as an officer, director, manager, stockholder or employee of the Company and/or any of its Subsidiaries (whenever arising) under the Organizational Documents of the Company and/or any of its Subsidiaries, any insurance policies maintained by or on behalf of the Company and/or any of its Subsidiaries or Applicable Law, (d) any Claims or rights for compensation, benefits or vacation pay owed to any Seller that is an employee, (e) any Claims or rights of any Seller or any other Equityholder Party that relates to any obligation of the Buyer or the Company under this Agreement or any other agreement entered into in connection with the transactions contemplated hereby or (f) any other Claims set forth on Section 9P of the Company Disclosure Letter.
Appears in 1 contract
Samples: Stock Purchase Agreement (Safety Products Holdings, Inc.)
Seller Release. As of immediately after the Closing and effective upon payment by the Buyer to such Seller (or to the Representative on such Seller’s behalf) Effective as of the Purchase Consideration to which such Seller is entitled at Closing, each Seller, to the fullest extent permitted by Applicable Law, hereby releases and forever discharges the Company, the Buyerfor itself, its SubsidiariesAffiliates, each Equityholder Party, their and for its successors and assigns (individuallythe “Seller Releasing Parties”), a 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 “Releasee” and collectively, “ReleaseesBuyer Released Parties”) from and against, and covenants not to xxx upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, proceedingsdamages, causes of actionlosses, ordersdebts, liabilities, judgments, obligations, contracts, agreements, debts, losses, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), damages actions and liabilities whatsoevercauses 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, both that the Seller Releasing Parties now have, or at law and in equity (“Claims”)any time previously had, which the undersigned now has, has ever had or shall or may hereafter have in the future, in whatever capacity, against the respective Releasees 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 extent arising as a result 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 such Seller’s equity ownership 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 investment their Affiliates in each case that is being acquired by the Company and its Subsidiaries on and Buyer, prior to or as of the Closing Date (collectivelyDate; provided that, notwithstanding the “foregoing or any other provision in this Article X, Seller Released Matters”)Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. The “Released Matters” shall also includeIt is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in the case of any Seller that is an Odyssey Investment Partnership, any Claims, rights, or obligations of any Odyssey Investment Partnership under any contract or arrangement with the Company or any of its Subsidiaries not disclosed to Buyer prior to the date hereof. For the avoidance of doubt, in no event shall the foregoing release and discharge extend toexecuting this Agreement, and in no event 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 Buyer Released Parties of all Seller Released Matters” include. Seller, (a) any Claims or rights of such Seller or any other Equityholder Party under any contract, agreement or arrangement disclosed on the Company Disclosure Letter, (b) any Claims or rights such Seller or any other Equityholder Party, has as a holder of debt securities, or Agent for such holders of debt securities, of the Company or any of their Subsidiaries (including the Senior Credit Facility, the Opco Notes itself and the Holdco Notes), (c) any Claims or rights to reimbursement, indemnification or contribution of such Seller or such Seller’s Agents in his, her or its capacity as an officer, director, manager, stockholder or employee of the Company and/or any of its Subsidiaries (whenever arising) under the Organizational Documents of the Company and/or any of its Subsidiaries, any insurance policies maintained by or on behalf of the Company and/or other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, 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. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of its Subsidiaries the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or Applicable Lawdifferent from those which are known or believed to be true with respect to the subject matter of this release, (d) but that each separately intends to, and does, hereby fully, finally and forever settle and release any Claims and all claims as described above, but only as to the Seller Released Matters, known or rights for compensationunknown, benefits suspected or vacation pay owed unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that is an employee, (e) no Person other than Seller has any Claims interest in any Seller Released Matter by law or rights contract. The invalidity or unenforceability of any Seller part of this Section 10.01 shall not affect the validity or any other Equityholder Party that relates to any obligation enforceability of the Buyer or the Company under remainder of this Agreement or any other agreement entered into Section 10.01, which shall remain in connection with the transactions contemplated hereby or (f) any other Claims set forth on Section 9P of the Company Disclosure Letterfull force and effect.
Appears in 1 contract
Seller Release. As Effective as of immediately after the Closing and effective upon payment by the Buyer to such Seller (or to the Representative on such Seller’s behalf) effective as of the Purchase Consideration Company Subsidiary Transfer Date with respect to which such Seller is entitled at ClosingCompany Subsidiary), each Seller, to the fullest extent permitted by Applicable Lawon behalf of itself and each of its Affiliates, and their respective stockholders, officers and directors (collectively, “Seller Related Parties”) hereby releases releases, and forever discharges the discharges, Company, the BuyerCompany Subsidiary, its Subsidiaries, and Buyer and each Equityholder Party, of their respective successors and assigns (individually, a “Releasee” and collectively, “Releasees”) ), from any and all claims, demands, proceedings, causes of action, court orders, judgments, obligations, contracts, agreementsagreements (express or implied), debtsDebts, lossesand Liabilities under or relating to the Purchased Interests, costs, expenses, damages and liabilities whatsoeverCompany or Company Subsidiary, whether known or unknown, suspected or unsuspected, both at law and in equity (“Claims”)equity, which Seller or any of the undersigned Seller Related Parties now has, has ever had had, or may hereafter have has against the respective Releasees to the extent arising as a result of such Seller’s equity ownership any act, circumstance, occurrence, transaction, event or investment in the Company and its Subsidiaries on and omission at or prior to the Closing Date (collectively, the “Released Matters”). The “Released Matters” shall also include, in the case of any Seller that is an Odyssey Investment Partnership, any Claims, rights, or obligations of any Odyssey Investment Partnership under any contract at or arrangement with the Company or any of its Subsidiaries not disclosed to Buyer prior to the date hereofCompany Subsidiary Transfer Date with respect to Company Subsidiary). For Notwithstanding the avoidance of doubtforegoing, in no event Seller shall the foregoing release and discharge extend tonot release, and in no event this Section 7.9 shall not be deemed to affect, any claim of Seller or the “Released Matters” include, Seller Related Parties with respect to (a) any Claims or rights obligation of such Seller or any other Equityholder Party under any contract, agreement or arrangement disclosed on the Company Disclosure Letter, (b) any Claims or rights such Seller or any other Equityholder Party, has as a holder of debt securities, or Agent for such holders of debt securities, of the Company or any of their Subsidiaries (including the Senior Credit FacilityBuyer pursuant to this Agreement, the Opco Notes and the Holdco Notes), (c) any Claims or rights to reimbursement, indemnification or contribution of such Seller or such Seller’s Agents in his, her or its capacity as an officer, director, manager, stockholder or employee of the Company and/or any of its Subsidiaries (whenever arising) under the Organizational Documents of the Company and/or any of its Subsidiaries, any insurance policies maintained by or on behalf of the Company and/or any of its Subsidiaries or Applicable Law, (d) any Claims or rights for compensation, benefits or vacation pay owed to any Seller that is an employee, (e) any Claims or rights of any Seller or any other Equityholder Party that relates to any obligation of the Buyer or the Company under this Transition Services Agreement or any other agreement entered into documents executed in connection with the transactions contemplated hereby herein, (b) any post-Closing obligation of Company pursuant to this Agreement, the Transition Services Agreement or any other documents executed in connection with the transactions contemplated herein, or (fc) any post-Company Subsidiary Transfer Date obligation of Company Subsidiary pursuant to the Transition Services Agreement or any other Claims set forth on Section 9P of documents executed in connection with the Company Disclosure Letter.transactions contemplated herein
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Everbridge, Inc.)
Seller Release. As of immediately after the Closing and effective upon payment by the Buyer to such Seller (or to the Representative on such Seller’s behalf) Effective as of the Purchase Consideration to which such Seller is entitled at Closing, each Seller, to the fullest extent permitted by Applicable Law, hereby releases and forever discharges the Company, the Buyerfor itself, its SubsidiariesAffiliates, each Equityholder Party, their and for its successors and assigns (individuallythe “Seller Releasing Parties”), a 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 “Releasee” and collectively, “ReleaseesBuyer Released Parties”) from and against, and covenants not to xxx upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, proceedingsdamages, causes of actionlosses, ordersdebts, liabilities, judgments, obligations, contracts, agreements, debts, losses, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), damages actions and liabilities whatsoevercauses 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, both that the Seller Releasing Parties now have, or at law and in equity (“Claims”)any time previously had, which the undersigned now has, has ever had or shall or may hereafter have in the future, in whatever capacity, against the respective Releasees 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 extent arising as a result 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 such Seller’s equity ownership the Target Entities or investment their Affiliates in each case that is being acquired by the Company and its Subsidiaries on and Buyer, prior to or as of the Closing Date (collectivelyDate; provided that, notwithstanding the “foregoing or any other provision in this Article X, Seller Released Matters”)Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. The “Released Matters” shall also includeIt is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in the case of any Seller that is an Odyssey Investment Partnership, any Claims, rights, or obligations of any Odyssey Investment Partnership under any contract or arrangement with the Company or any of its Subsidiaries not disclosed to Buyer prior to the date hereof. For the avoidance of doubt, in no event shall the foregoing release and discharge extend toexecuting this Agreement, and in no event 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 Buyer Released Parties of all Seller Released Matters” include. Seller, (a) any Claims or rights of such Seller or any other Equityholder Party under any contract, agreement or arrangement disclosed on the Company Disclosure Letter, (b) any Claims or rights such Seller or any other Equityholder Party, has as a holder of debt securities, or Agent for such holders of debt securities, of the Company or any of their Subsidiaries (including the Senior Credit Facility, the Opco Notes itself and the Holdco Notes), (c) any Claims or rights to reimbursement, indemnification or contribution of such Seller or such Seller’s Agents in his, her or its capacity as an officer, director, manager, stockholder or employee of the Company and/or any of its Subsidiaries (whenever arising) under the Organizational Documents of the Company and/or any of its Subsidiaries, any insurance policies maintained by or on behalf of the Company and/or other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, 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. Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of its Subsidiaries the California Civil Code, but only as to the Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, further agrees and acknowledges that each may hereafter discover facts in addition to or Applicable Lawdifferent from those which are known or believed to be true with respect to the subject matter of this release, (d) but that each separately intends to, and does, hereby fully, finally and forever settle and release any Claims and all claims as described above, but only as to the Seller Released Matters, known or rights for compensationunknown, benefits suspected or vacation pay owed unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that is an employee, (e) no Person other than Seller has any Claims interest in any Seller Released Matter by law or rights contract. The invalidity or unenforceability of any Seller part of this Section 10.01 shall not affect the validity or any other Equityholder Party that relates to any obligation enforceability of the Buyer or the Company under remainder of this Agreement or any other agreement entered into Section 10.01, which shall remain in connection with the transactions contemplated hereby or (f) any other Claims set forth on Section 9P of the Company Disclosure Letterfull force and effect.
Appears in 1 contract
Samples: Asset and Securities Purchase Agreement (Remark Media, Inc.)
Seller Release. As of immediately after the Closing and effective upon payment by the Buyer to such Seller (or to the Representative on such Seller’s behalf) Effective as of the Purchase Consideration to which such Seller is entitled at Closing, each Sellerthe Sellers do for themselves and their officers, to the fullest extent permitted by Applicable Lawdirectors, stockholders, Affiliates, employees, partners, heirs, beneficiaries, successors and assigns, if any, hereby releases irrevocably and unconditionally release and absolutely forever discharges discharge the CompanyAcquired Companies and their respective officers, the Buyerdirectors, its Subsidiariesstockholders, each Equityholder PartyAffiliates, their successors employees, administrators and assigns agents (individuallyeach, a “Releasee” and collectively, “ReleaseesCompany Released Party”) from and against all Seller Released Matters. As used herein, the term “Seller Released Matters” means any and all claimsClaims, demands, proceedings, causes of action, orders, judgments, obligations, contracts, agreementsdamages, debts, lossesliabilities, obligations (including any rights of contribution or indemnity obligations), costs, expenses (including attorneys’ and accountants’ fees and expenses), damages actions and liabilities causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, both that the Sellers now have, at law and in equity (“Claims”)any time previously had, which the undersigned now has, has ever had or shall or may hereafter have against in the respective Releasees 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 extent arising as a result of such Seller’s equity ownership Acquired Companies, in each case on or investment in 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 and its Subsidiaries on and prior to the Closing Date Documents, (collectively, the “Released Matters”). The “Released Matters” shall also include, ii) in the case of any Seller that is an Odyssey Investment Partnershipemployee of a Target Company, any Claims, rights, or obligations of any Odyssey Investment Partnership rights to compensation accrued prior to the Closing Date under any contract or arrangement with Benefit Plans provided to the Company or any of its Subsidiaries not disclosed to Buyer Purchaser prior to the date hereof. For the avoidance of doubt, in no event shall the foregoing release and discharge extend to, and in no event shall the “Released Matters” include, or (aiii) any Claims or rights of such Seller indemnification pursuant to any Indemnification Agreement or any other Equityholder Party under any contract, agreement or arrangement disclosed on the Company Disclosure Letter, (b) any Claims or rights such Seller or any other Equityholder Party, has as a holder of debt securities, or Agent for such holders of debt securities, of the Company or any of their Subsidiaries (including the Senior Credit Facility, the Opco Notes and the Holdco Notes), (c) any Claims or rights to reimbursement, indemnification or contribution of such Seller or such Seller’s Agents in his, her or its capacity as an officer, director, manager, stockholder or employee of the Company and/or any of its Subsidiaries (whenever arising) under the Organizational Documents of the Company and/or any of its Subsidiaries, any insurance policies maintained by Acquired Companies with respect to actions or on behalf of events that took place prior to the Company and/or any of its Subsidiaries Closing. Each Seller hereby represents and warrants that it or Applicable Law, (d) he has not assigned any Claims released or rights for compensation, benefits or vacation pay owed purported to be released pursuant to this Section 8.11 to any Seller that is an employee, (e) any Claims or rights of any Seller or any other Equityholder Party that relates to any obligation of the Buyer or the Company under this Agreement or any other agreement entered into in connection with the transactions contemplated hereby or (f) any other Claims set forth on Section 9P of the Company Disclosure LetterPerson.
Appears in 1 contract
Samples: Securities Purchase Agreement (Eagle Materials Inc)
