Target Entity Release Clause Samples

Target Entity Release. (1) Subject to Section 8.1(5), effective as of the Closing, the Purchaser and its Affiliates which, for certainty, after Closing will include the Target Entity (together the "Purchaser Releasors") hereby release and forever discharge each Vendor and their respective successors and assigns (collectively, the "Vendor Releasees"), to the extent permitted under Applicable Law, from any and all actions, causes of action, claims, demands, covenants, obligations, contracts, liabilities, costs and damages, whether absolute or contingent and of any nature whatsoever, at law or in equity, past, present or future, which the Purchaser Releasors now has or ever had or hereafter may have, against any of the Vendor Releasees by reason of or in any way arising out of any cause, matter or thing whatsoever relating to the Vendors being holders of Equity Interests in the Target Entity, up to the Time of Closing (collectively, the "Vendor Released Claims"). (2) The Purchaser represents and warrants to the Vendors that none of the Purchaser or its Affiliates have filed or commenced any Proceeding with any Governmental Authority that relates in any way to the Vendor Released Claims and, subject to Section 8.1(5), the Purchaser covenants and agrees with the Vendors to not, and to cause the other Purchaser Releasors not to, file or commence any such Proceeding from the Time of Closing. (3) Subject to Section 8.1(5), the Purchaser covenants and agrees that from the Time of Closing none of the Purchaser Releasors shall file or commence any Proceeding, including third party Proceedings or cross-claims, against any Person with respect to any matters that have arisen between the Purchaser or the Target Entity and any of the Vendor Releasees up to the Time of Closing pursuant to which any Proceeding could arise against any of the Vendor Releasees for contribution or indemnity or other relief in respect of any of the Vendor Released Claims. (4) The Purchaser represents and warrants that the Purchaser Releasors (other than the Target Entity) have not assigned to any Person any of the Vendor Released Claims. (5) The Vendor Released Claims shall not include any rights which the Purchaser Releasors may have under this Agreement, any Ancillary Agreement and Article 12 of the Shareholders' Agreement (insofar as any breach of Article 12 of the Shareholders' Agreement occurs after Closing).