Common use of Seller Release Clause in Contracts

Seller Release. (a) From and after the Closing, none of Buyer, the Company or any of their respective Affiliates, predecessors, successors, parent corporations, Subsidiaries, stockholders, current or former directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans (the “Seller Released Parties”) shall have any obligation or liability to any undersigned Seller, or his, her or its successors or assigns, in his, her or its capacity as a Seller and/or as a director, officer and employee of the Company or any of its Subsidiaries (as applicable), whether arising prior to, on or after the Closing (so long as the events giving rise to the liability or obligation occurred prior to the Closing) including with respect to the allocation of the Transaction Consideration among Sellers (such obligations and liabilities, with the exception of the Specified Obligations, the “Seller Released Obligations”), except for (i) rights and claims for indemnification to the extent a Seller Indemnified Party is entitled to be indemnified by Buyer under Article VII of this Agreement, (ii) the undersigned Seller’s right to full and complete payment for its Shares, (iii) if the undersigned Seller is an officer, director or employee of any Group Company, rights under any Benefit Plan (other than any such plan that provides for equity-based compensation), rights to earned but unpaid wages or compensation, unpaid vacation or sick pay or unreimbursed business expenses and (iv) the third party beneficiary rights, if any, described in Section 6.8(b) (items (i) through (iv), the “Specified Obligations”); provided, that the foregoing shall not preclude the undersigned Seller from seeking recovery under the D&O Tail to the extent such coverage is available.

Seller Release. Simultaneously with the Closing, Seller, on behalf of itself and its Affiliates (other than the Companies), hereby unconditionally and irrevocably releases and forever discharges, effective as of and forever after the Closing Date, to the fullest extent permitted by Law, each of the Companies and their respective officers, directors, managers and employees from any and all debts, Liabilities, Proceedings, judgments or controversies of any kind whatsoever (collectively, “Pre-Transaction Claims”) that Seller and its Affiliates (other than the Companies), may possess, if any, against any Company and its respective officers, directors, managers and employees, including, to the extent arising out of or based upon any agreement or understanding or act or failure to act (INCLUDING ANY ACT OR FAILURE TO ACT THAT CONSTITUTES ORDINARY OR GROSS NEGLIGENCE OR RECKLESS OR WILLFUL MISCONDUCT OR STRICT LIABILITY), misrepresentation, omission, transaction, fact, event or other matter, in each case occurring prior to the Closing Date (whether based at law or in equity or otherwise, foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued) (collectively, “Pre-Transaction Matters”), including: (a) From and after the Closing, none of Buyer, the Company or any of their respective Affiliates, predecessors, successors, parent corporations, Subsidiaries, stockholders, current or former directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans (the “claims by Seller Released Parties”) shall have any obligation or liability to any undersigned Seller, or his, her or its successors Affiliates (other than the Companies) with respect to repayment of loans or assignsother indebtedness; (b) any rights, in histitles and interests in, her to or its capacity as a under any agreements, arrangements or understandings to which Seller and/or as a director, officer and employee of the Company or any of its Subsidiaries Affiliates (as applicableother than the Companies), whether arising prior tois a party; and (c) claims by Seller and its Affiliates (other than the Companies), with respect to dividends, distributions, violations of preemptive rights and Seller’s status as a member or other security holder of any of the Companies; provided, however, that this Section 10.1 shall not apply to any Claim for Indemnification, debts, Liabilities, Proceedings, judgments or controversies of any kind whatsoever pursuant to this Agreement or the other Transaction Documents. Seller, on or behalf of itself and its Affiliates (other than the Companies), hereby further agrees, from and after the Closing (so long as Date, not to file or initiate any Proceeding before any Governmental Authority on the events giving rise basis of or respecting any Pre-Transaction Claim concerning any Pre-Transaction Matter that is released under this Section 10.1. Notwithstanding anything in this Section 10.1 to the liability or obligation occurred prior to the Closing) including with respect to the allocation of the Transaction Consideration among Sellers (such obligations and liabilities, with the exception of the Specified Obligationscontrary, the “Seller Released Obligations”), except for (i) rights and claims for indemnification to the extent a Seller Indemnified Party is entitled to be indemnified by Buyer Parties agree that this Section 10.1 shall not limit Refining Company’s obligations under Article VII of this Agreement, (ii) the undersigned Section 6.8 and/or Seller’s right to full and complete payment for its Shares, (iii) if the undersigned funds included in the Subject Seller is an officer, director or employee of any Group Company, rights under any Benefit Plan (other than any such plan that provides for equity-based compensation), rights to earned but unpaid wages or compensation, unpaid vacation or sick pay or unreimbursed business expenses and (iv) the third party beneficiary rights, if any, described in Section 6.8(b) (items (i) through (iv), the “Specified Obligations”); provided, that the foregoing shall not preclude the undersigned Seller from seeking recovery under the D&O Tail to the extent such coverage is availableAccount.

Seller Release. (a) From and after Effective as of the Closing, none Seller on behalf of Buyeritself and its past, present or future successors, assigns, employees, agents, equityholders, partners, Affiliates and representatives (including their past, present or future officers and directors) (the Company or any of their respective Affiliates“Seller Releasors”) hereby irrevocably and unconditionally releases, acquits and forever discharges Buyer and its predecessors, successors, parent corporationsparents, SubsidiariesSubsidiaries and other Affiliates (including the Company), stockholdersand all of their respective current and former officers, current or former directors, officersmembers, managers, shareholders, employees, consultantsagents and representatives, of and from any and all Actions, damages, accounts and Liabilities (including attorneys’ fees) held by any Seller Releasor, agentswhether known or unknown, assigns and employee benefit plans (matured or unmatured, suspected or unsuspected, liquidated or unliquidated, absolute or contingent, direct or derivative, to the “Seller Released Parties”) shall have any obligation extent arising out of or liability relating to any undersigned Seller, or his, her ’s or its successors or assigns, in his, her or its capacity as a Seller and/or as a director, officer and employee Affiliates’ ownership of the Company and the Transferred Assets and Liabilities, in each case, arising from any act or any of its Subsidiaries (as applicable), whether arising prior to, on or after the Closing (so long as the events giving rise to the liability or obligation occurred omission prior to the Closing) including with respect to the allocation of the Transaction Consideration among Sellers (such obligations and liabilities, with the exception of the Specified Obligations, the “Seller Released Obligations”), except for any of the foregoing set forth in, pursuant to, or arising out of (ia) rights this Agreement, any agreements entered into in connection with this Agreement, or the transactions contemplated hereby or thereby, or (b) any existing agreements between Buyer and claims its Affiliates (including the Company following the Closing), on the one hand, and Seller and its Affiliates, on the other hand, for indemnification matters arising and accruing (and only to the extent a arising and accruing) unrelated to the transactions contemplated by this Agreement. The Seller Indemnified Party is entitled Releasors irrevocably covenant to refrain from, directly or indirectly, asserting any claim, or commencing, instituting or causing to be indemnified by Buyer under Article VII of this Agreementcommenced, (ii) the undersigned Seller’s right to full and complete payment for its Shares, (iii) if the undersigned Seller is an officer, director or employee any Action of any Group Companykind against any released party, rights under based upon any Benefit Plan (other than any such plan that provides for equity-based compensation), rights to earned but unpaid wages or compensation, unpaid vacation or sick pay or unreimbursed business expenses and (iv) the third party beneficiary rights, if any, described in Section 6.8(b) (items (i) through (iv), the “Specified Obligations”); provided, that the foregoing shall not preclude the undersigned Seller from seeking recovery under the D&O Tail to the extent such coverage is availablematter released hereby.

Seller Release. Effective as of the Closing, Seller, on behalf of itself, its controlled Affiliates and its and their successors and assigns, hereby (i) waives, releases and forever discharges any and all liabilities, rights, claims, causes of action, obligations and losses of any type that it has had, now has or might now have against any Acquired Company and each of their respective successors and assigns (each, a “Seller Releasee”), in each case, in respect of, relating to or arising in connection with Seller’s ownership and disposition of the Shares and the operations of the Acquired Companies prior to the Closing (each, a “Seller Released Claim”) and (ii) unconditionally and irrevocably agrees and covenants, not to xxx or prosecute any Seller Released Claim against any Seller Releasee; provided, however, that this Section 5.4 shall not apply to (a) From and after the Closing, none of Buyerthis Agreement, the Company Escrow Agreement or any other Ancillary Document, (b) any payables or receivables to the extent taken into account in the calculation of their respective AffiliatesNet Working Capital as finally determined in accordance with Section 2.5, predecessors(c) any rights, successorsclaims or remedies with respect to exculpation, parent corporationsindemnification, Subsidiariescontribution, stockholders, current advancement of expenses or former directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans (the “Seller Released Parties”) shall have reimbursement against or from any obligation or liability to any undersigned Seller, or his, her or its successors or assigns, in his, her or its capacity as a Seller and/or as a director, officer and employee Acquired Company by reason of the Company fact that any such Person or any of its Subsidiaries (as applicable)equity holders, whether arising prior todirectors, on managers, officers, or after the Closing (so long as the events giving rise employees is or was an equity holder, employee, officer, director, manager or other agent of an Acquired Company pursuant to the liability or obligation occurred prior to the Closing) including with respect to the allocation of the Transaction Consideration among Sellers (such obligations and liabilities, with the exception of the Specified Obligations, the “Seller Released Obligations”), except for (i) rights and claims for indemnification to the extent a Seller Indemnified Party is entitled to be indemnified by Buyer under Article VII of this Agreementany Organizational Document, or (ii) the undersigned Seller’s right to full any directors’ and complete payment for its Sharesofficers’, fiduciary, employment practices and/or similar insurance policies, or (iii) if the undersigned Seller is an officer, director or employee of any Group Company, rights under any Benefit Plan (other than any such plan that provides for equity-based compensationd), rights to earned but unpaid wages or compensation, unpaid vacation or sick pay or unreimbursed business expenses and (iv) the third party beneficiary rights, if any, described in Section 6.8(b) (items (i) through (iv), the “Specified Obligations”); provided, that the foregoing shall not preclude the undersigned Seller from seeking recovery under the D&O Tail to the extent such coverage is available.