Seller Releases. Sellers, Regional, Mallick, Xxxxxxx and the Administrator (collectively and individually, “Seller Releasors”) hereby release Knight, XxXxxxxx, E11, E11GP, ER12, ER12GP, E11OC, ER12OC and PECM (the “Seller Releasees”) and each of the Seller Releasees’ respective owners, members, managers, predecessors, successors, insurers, assigns, officers, directors, employees and owners, any other Person who could be liable for the foregoing, and each of them (individually and collectively, “Seller Releasee Parties”), from any and all claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’ fees, liabilities, and indemnities of any nature whatsoever, whether based on contract, tort, statute, or other legal or equitable theory of recovery, whether known or unknown, asserted or unasserted, which as of the Effective Date, that such Seller Releasor had, now has, could have, or claims to have against the Seller Releasee Parties, other than obligations set forth herein or the right to be indemnified or defended by E11, ER12 and the affiliates of the foregoing under agreements or Law in effect as of the Effective Date (but prior to the execution hereof), which rights are not released. This release includes any right for any reason whatsoever to claim or seek damages, attorneys’ fees, costs or any other legal or equitable relief of any kind or type in any forum. Each of the Seller Releasors represents and warrants that none of them have transferred or encumbered, in whole or in part, any claims released by any of them hereunder.
Seller Releases. (a) Effective as of the Closing Date, in consideration of the mutual covenants and agreements contained herein, including the consideration to be received by Sellers, each Seller, in its capacity as a selling equityholder, hereby irrevocably releases and forever discharges each Casablanca Subsidiary (for the benefit of each such Casablanca Subsidiary and the Buyer and their respective Affiliates, Subsidiaries, and predecessors and their respective past and present managers, directors, officers, employees and agents, and each of their respective successors, heirs, assigns, executors and administrators (collectively, the “Released Persons”)) of and from all manner of action and actions, cause and causes of action, suits, rights, debts, dues, sums of money, accounts, bonds, bills, covenants, Contracts, controversies, omissions, promises, variances, trespasses, damages, liabilities, judgments, executions, claims and demands whatsoever, in law or in equity against the Released Persons which each Seller ever had, now has or which it hereafter can, shall or may have, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter or cause arising at any time on or prior to the Closing Date; provided, however, that nothing herein shall operate to release any obligation of any Casablanca Subsidiary or the Buyer under the Transaction Documents or the Assumed Indebtedness. No Seller has assigned any such claim set forth in this Section 6.7(a).
Seller Releases. Effective as of Closing, each Seller, on such Seller’s own behalf and on behalf of such Seller’s past, present and future agents, attorneys, administrators, heirs, executors, spouses, trustees, beneficiaries, representatives, successors and assigns claiming by or through such Seller, hereby absolutely, unconditionally and irrevocably RELEASES and FOREVER DISCHARGES each of the Acquired Companies, and their respective past, present and future directors, managers, members, shareholders, officers, employees, agents, subsidiaries, affiliates, attorneys, representatives, successors and assigns, from the following: all claims (including any derivative claim on behalf of any Person), actions, causes of action, suits, arbitrations, proceedings, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, fees, expenses, judgments, executions, indemnification rights, claims and demands arising out, relating to, against or in any way connected with any of the Acquired Companies, in respect of any and all agreements, liabilities or obligations entered into or incurred on or prior to the date hereof, or in respect of any event occurring or circumstances existing on or prior to the date hereof, whether or not relating to claims pending on, or asserted after, the date hereof; provided, however, that the foregoing release does not extend to, include or restrict or limit in any way, and each Seller hereby reserves such Seller’s rights, if any, and the right of the other Sellers, if any, (a) to or cause or permit to be pursued by the Stockholder Representative any and all claims, actions or rights that such Seller may now or in future have solely on account of rights of such Seller under this Agreement, the Escrow Agreement or any other documents entered into in connection therewith, (b) to receive payments of accrued payroll and unpaid benefits since the last applicable payroll or payment date, including any accrued bonuses, and (c) its rights to receive the Purchase Price including its portion of the Escrow Amount.
Seller Releases. The parties hereto agree to use their reasonable best efforts to cause each of the guarantors (the "GUARANTORS") of the guarantees set forth on Schedule 9.8 to the Price Disclosure Schedule (the "GUARANTEES") to be released from any and all obligations arising from the Guarantees on or after the Closing Date; provided, however, that to the extent any Guarantor is required to make a payment with respect to a Guarantee (i) after the date hereof but prior to the Closing Date, such Guarantor shall be subrogated to the rights of the Person who enforced such Guarantee against Guarantor, and such subrogation shall not be subject to the Closing Release of such Guarantor, and (ii) after the Closing Date, (x) if there is an otherwise unsatisfied Loss for which such Guarantor must indemnify the Acquiror pursuant to Section X or XIII, the amount of such Loss otherwise payable by such Guarantor shall be reduced by an amount equal to the payment such Guarantor made pursuant to such Guarantee (provided that if the amount paid by such Guarantor exceeds the amount of such Loss, the excess amount shall be subject to clause (y)) or (y) if there is no such Loss, such Guarantor shall be subrogated to the rights of the Person who enforced such Guarantee against such Guarantor.
Seller Releases. The Buyer shall have received all of the Seller Releases duly executed and delivered by the Sellers.
Seller Releases. Each Seller shall have executed a release in the form attached hereto as EXHIBIT J.
Seller Releases. Effective as of the Closing Date, each Seller hereby releases, remises, and forever discharges each of the Dialysis Companies and their respective officers, directors, employees, and insurers, and their respective successors and assigns, and each of them (hereinafter individually and collectively, the "Releases") of and from any and all claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation of law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the Closing Date (the "Released Claims"). Each Seller represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of Law, and that all Released Claims of such Seller released herein are owned by such Seller, who has the sole authority to release them. Each Seller agrees that such holder shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative, or otherwise, or otherwise attempting to collect or enforce any Released Claims which are released and discharged herein.
Seller Releases. At the Closing, the Seller, Xxxxxx, the Trust and the GRAT will, and will cause the Seller Affiliates to, execute and deliver releases in the form of Exhibit B to this Agreement (the “Seller Releases”).
Seller Releases. The Seller, Xxxxxx, the Trust, the GRAT and each of the persons listed on Schedule 8.3(g) shall have executed and delivered the Seller Releases.
Seller Releases. Each Seller shall have executed a general release of Company substantially in the form of Exhibit B attached hereto (the "Seller Releases").
