Sellers’ Release Clause Samples
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Sellers’ Release. (a) Each of the Sellers hereby releases and forever discharges each of the Buyer, the Company, their respective Affiliates, and the directors, officers, members, managers, partners, employees, agents and representatives of each of them (collectively, the “Releasees”), from any and all claims, allegations, Liens, lawsuits, adverse consequences, damages, losses, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursements, obligations, costs or demands and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipated, that each of the Sellers now has, has ever had or may hereafter have against the respective Releasees arising prior to the Closing Date or on account of or arising out of any matter, cause or event occurring prior to the Closing Date, whether pursuant to contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date, including without limitation claims by any Seller related to such Seller’s share of the proceeds received in connection with this Agreement.
(b) Each of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby, and has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereof.
(c) Each of the Sellers hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments...
Sellers’ Release. Other than any breach of this Agreement or otherwise pursuant to this Agreement, to the fullest extent permitted by law, the Seller hereby releases and waives, and shall cause its Affiliates, its or its Affiliates’ respective current and former partners, officers, directors, employees, controlling persons, shareholders, representatives and agents to release and waive, any and all claims, causes of action, actions, proceedings, suits, judgments, Liens and executions, whether known or unknown claims and causes of action now or hereafter arising, whether in law or in equity (including attorneys’ fees), against the Company or its Affiliates or its or its Affiliates’ respective current and former partners, officers, directors, employees, controlling persons, shareholders, representatives and agents arising from, based upon or relating to (i) all matters of the Company and its subsidiaries occurred prior to the Closing, including the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of the duties, powers, authorities or discretions in his or her position related to the Company by any of the Company, its Affiliates or its or its Affiliates’ respective current and former partners, officers, directors, employees, controlling persons, shareholders, representatives and agents prior to the Closing, and (ii) any account payables by the Company and its subsidiaries to the Seller or its Affiliates other than the items listed on Exhibit B hereto (each of (i) and (ii), a “Seller Released Matter”), and further covenants not to (x) initiate or conduct any investigation against, (y) initiate any proceeding whether in court or before a Governmental Body against, (z) report to any Governmental Body against, the Company or its Affiliates or its or its Affiliates’ respective current and former partners, officers, directors, employees, controlling persons, shareholders, representatives and agents for any loss, damage or Liability arising from, based upon or relating to any Seller Released Matter.
Sellers’ Release. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller on its own behalf, and on behalf of its Affiliates, hereby fully waives, releases, remises, acquits and discharges forever, irrevocably and unconditionally
(a) the Company, and (b) all of its present and former management board members (collectively, the "Released Parties") from, against and with respect to any and all Actions or Losses, which the Seller or any of such Affiliates ever had or has as of the Closing Date against any of the Released Parties for or by any reason or matter whatsoever, except for trade payables incurred in the ordinary course of business.
Sellers’ Release. For the avoidance of doubt, the Sellers irrevocably waive, relinquish and release the Company and each of its Subsidiaries from any and all claims against the Company and each of its Subsidiaries for contribution, subrogation, indemnification or any other recovery of any kind in respect of any claim for indemnification made against the Sellers pursuant to this Article VIII.
Sellers’ Release. (a) Effective as of the Closing, the Seller, on behalf of itself and its Affiliates (other than the Company) and its and their respective successors, assigns, heirs and legal representatives (such Person, its Affiliates (other than the Company) and its and their successors, assigns, heirs and legal representatives, collectively, the “Releasing Parties”), (i) provides any consent necessary to effectuate Section 5.10 and (ii) irrevocably waives, relinquishes, releases and forever discharges the Company, Parent, the Buyer, the Financing Parties, their respective Affiliates and their and their respective Affiliates’ past, current and future directors, officers, employees, agents, members, managers, partners, agents, representatives, successors and assigns (collectively, the “Released Parties”, and such release, remise and discharge, the “Seller Release”) from any and all claims (whether at law, in equity or otherwise), obligations and liabilities (of any nature, whether accrued, absolute, contingent, known or unknown or otherwise) that any Releasing Party ever had, now has, or may ever have against any Released Party in any capacity, including in their capacity as a director, officer or employee, as applicable, whether directly or derivatively through the Company, and whether asserted contemporaneously with, prior to or after the Closing, on account of or arising out of (i) any acts, omissions, transactions, matters, causes or events occurring prior to, contemporaneously with or up to and including the Closing relating to the Company, and (ii) the approval or consummation of the transactions contemplated hereby or any Transaction Document or any other agreement contemplated herein or therein, including any alleged breach of any duty by any officer, manager or director of the Company or any claims under the Organizational Documents of the Company; provided, however, that nothing in the foregoing Seller Release shall (x)
(i) represents that it understands and acknowledges that it may hereafter discover facts and legal theories concerning the subject matter hereof in addition to or different from those of which it now believes to be true and hereby agrees that the Seller Release hereby shall remain effective in all respects notwithstanding those additional or different facts and legal theories or the discovery of those additional or different facts or legal theories and (ii) assumes the risk of any mistake of fact or law with regard to any potential claim or wit...
Sellers’ Release. Effective as of the Closing, each Seller hereby releases, remises and forever discharges any and all rights and claims that it has had, now has or might now have against the Acquired Companies except for (a) rights and claims arising from or in connection with this Agreement and the Ancillary Agreements, and (b) rights and claims arising from or in connection with claims asserted against such Seller by third parties for which the Buyer Indemnified Persons are not entitled to indemnification by such Seller pursuant to Section 10.2.
Sellers’ Release. Effective as of the Closing Date and to the extent permitted by Applicable Law, each of the Sellers does for itself, himself or herself, and for its or his Affiliates, partners, members, heirs, beneficiaries, successors and assigns, if any (each a “Releasing Party”), release and absolutely forever discharge the Companies and the Buyer, and their respective Subsidiaries, Affiliates, including, in each case, their respective officers, directors, managers, members, Affiliates, employee and agents (each a “Released Party”) from and against all Released Matters. “
Sellers’ Release. As of the Closing Date, the Sellers and their respective heirs, successors and assigns, release and forever discharge the Company and all of its affiliates, and its respective successors and assigns, of and from all claims and causes of action known or unknown, accrued or unaccrued, that the Sellers have or may have against any of them including, without limitation, all claims for past wages and all claims for compensatory, exemplary or punitive damages for any cause arising on, or prior to, the Closing Date other than Accepted Liabilities.
Sellers’ Release. Qualified Intermediary has not made or assumed and will not make or assume, nor will Qualified Intermediary be liable for, any covenant, duty or obligation of Exchanger under the Purchase Agreement that may remain in effect after the close of the transaction. Seller releases, discharges and holds harmless Qualified Intermediary from and against any Claim in connection with any matter relating to the Replacement Property or any term, condition, or instrument referred to in this Purchase Assignment or otherwise relating to the Exchange. The Seller's release does not apply to any Claim arising from Qualified Intermediary's breach of this Purchase Assignment, gross negligence, or willful misconduct. Seller's sole recourse will be against Exchanger with respect to any Claim concerning the Replacement Property or any performance, agreement, or obligation arising under the Purchase Agreement.
Sellers’ Release. The Sellers shall have delivered to the Buyer a release by each of the Sellers, substantially in the form of Exhibit 7.15 hereto, releasing the Eldorado Entities from any and all liability to the Sellers, except (i) as may have arisen or may arise under this Agreement, and (ii) as may be related to any right to indemnity or insurance provided for in any limited liability company agreement of any of the Eldorado Entities for officers and/or directors of the Eldorado Entities.