Buyer Release. Effective as of the Closing Date, except for (a) any rights or obligations under this Agreement or the other Transaction Documents, and (b) the ability to terminate any employee or other service provider of the Company following the Closing, each of Buyer and the Company on behalf of itself and each of its Subsidiaries and Affiliates and each of its and their respective current and former officers, directors, employees, partners, members, advisors, successors and assigns (collectively, the “Buyer Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges Seller, its Affiliates and each of its and their respective current and former officers, directors, employees, partners, managers, members, advisors, financial advisors, lenders, successors and assigns (collectively, the “Seller Released Parties”) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity which the Buyer Releasing Parties may have against each of the Seller Released Parties, now or in the future, in each case in respect of any cause, matter or thing relating to any of the Seller Released Parties in their capacity as a direct or indirect equityholder, officer, director, employee, partner, manager, or member of the Company on or prior to the Closing Date (collectively, the “Buyer Released Claims”). Each Buyer Releasing Party further agrees that it shall not, nor permit any Affiliate to, (i) institute any Legal Proceeding based upon, arising out of, or relating to any of the Buyer Released Claims, (ii) participate, assist or cooperate in any such Legal Proceeding or (iii) encourage, assist and/or solicit any third party to institute any such Legal Proceeding.
Buyer Release. Each Buyer, on behalf of itself and its respective heirs, successors and assigns, and their respective directors, officers, trustees, managers, members, shareholders, partners, representatives, agents and employees, does hereby release and forever discharge the H&Q Parties and their respective heirs, successors and assigns, and their respective directors, officers, trustees, managers, members, shareholders, partners, representatives, agents and employees, from any and all claims, causes of action, damages, actions, proceedings, suits, debts, judgments, sums of money, accounts, controversies, agreements, promises, injuries, xxxxx, remedies, liens, liabilities and demands whatsoever, whether under federal, state or local law, statute or ordinance, law or in equity, known or unknown, matured or unmatured, absolute or contingent, which any Buyer ever had, now has or may have against the H&Q Parties occurring in whole or in part through and including the date of this Agreement (other than claims and liabilities arising out of this Agreement, whether by breach or otherwise).
Buyer Release. (A) EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, BUYER, ON BEHALF OF ITSELF AND ITS PARTNERS, MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS HEREBY AGREES THAT SELLERS, AND EACH OF SELLERS’ PARTNERS, MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “SELLER RELEASEES”) SHALL BE, AND ARE HEREBY, FULLY AND FOREVER RELEASED AND DISCHARGED FROM ANY AND ALL LIABILITIES, LOSSES, CLAIMS (INCLUDING THIRD PARTY CLAIMS), DEMANDS, DAMAGES (OF ANY NATURE WHATSOEVER), CAUSES OF ACTION, COSTS, PENALTIES, FINES, JUDGMENTS, REASONABLE ATTORNEYS’ FEES, CONSULTANTS’ FEES AND COSTS AND EXPERTS’ FEES (COLLECTIVELY, THE “CLAIMS”) RELATING TO MATTERS ARISING OR ACCRUING PRIOR TO THE CLOSING, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE ASSETS, THE PROPERTIES, THE ELAN LOAN DOCUMENTS, THE MIRAMONTE LOAN DOCUMENTS, THE ARROWHEAD LOAN DOCUMENTS, THE AFFILIATE LOAN DOCUMENTS, THE JUNIPER RIDGE LOAN DOCUMENTS, THE XXXXXX’X PRESERVE LOAN DOCUMENTS, CONTRACTS, THE ENTITY AGREEMENTS OR THE JOINT VENTURE AGREEMENTS, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE ASSETS OR THE PROPERTIES OR ANY LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OR MATTER (REGARDLESS OF WHEN IT FIRST APPEARED) RELATING TO OR ARISING FROM (I) THE PRESENCE OF ANY ENVIRONMENTAL PROBLEMS, OR THE USE, PRESENCE, STORAGE, RELEASE, DISCHARGE, OR MIGRATION OF HAZARDOUS MATERIALS ON, IN, UNDER OR AROUND THE PROPERTIES REGARDLESS OF WHEN SUCH HAZARDOUS MATERIALS WERE FIRST INTRODUCED IN, ON OR ABOUT THE PROPERTIES, (II) ANY PATENT OR LATENT DEFECTS OR DEFICIENCIES WITH RESPECT TO THE ASSETS, (III) ANY AND ALL MATTERS RELATED TO THE ASSETS OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION, THE CONDITION AND/OR OPERATION OF THE ASSETS AND EACH PART THEREOF, (IV) ANY AND ALL MATTERS RELATED TO THE CURRENT OR FUTURE ZONING OR USE OF THE PROPERTIES, AND (V) THE PRESENCE, RELEASE AND/OR REMEDIATION OF ASBESTOS AND ASBESTOS CONTAINING MATERIALS IN, ON OR ABOUT THE PROPERTIES REGARDLESS OF WHEN SUCH ASBESTOS AND ASBESTOS CONTAINING MATERIALS WERE FIRST...
Buyer Release. Buyer, on his own behalf and for each of the Buyer Parties, hereby releases, remises, acquits, satisfies and forever discharges Seller and each of the Seller Parties, from any and all claims, liabilities, suits, actions, damages, demands or the like whatsoever, in law or in equity, whether based in contract law, tort law or other law, known or unknown, that Buyer or the Buyer Parties had or has with respect to any act, omission, transaction or event relating to the Sale Agreement that occurred prior to the Amendment Date (collectively, the “Buyer Released Claims”) and hereby covenants that the foregoing release shall act as a bar to each and every one of the Buyer Released Claims hereinabove mentioned or implied. Further, Buyer, on behalf of himself and the Buyer Parties, covenants not to xxx any of the Seller Parties with respect to any Buyer Released Claim.
Buyer Release. The Companies, Buyers and Navarre, for themselves, and their respective successors, assigns, subsidiaries, affiliates, insurers, officers, directors, governors, members, shareholders, employees, managers, agents, and attorneys hereby release and forever discharge the Sellers and the Seller Representative and their respective successors, assigns, subsidiaries, affiliates, insurers, officers, directors, governors, members, shareholders, employees, managers, agents, attorneys and assigns, from any and all actions, liabilities, liens, debts, damages, claims, suits, judgments, executions and demands of every kind, nature and description, whether based on common law or statutory law (collectively, a “Claim”), that the Companies, Buyers and/or Navarre has, had, or may have against the Sellers and/or the Seller Representative up to the date of this Memorandum of Understanding, except for any Claims arising out of this Memorandum of Understanding or any documents or agreements executed in connection therewith or any action or event occurring after the date hereof.
Buyer Release. Each Buyer, on its own behalf and on behalf of such Buyer’s officers and directors (or managers (as applicable), (and all of the foregoing Persons of such Buyer referred to above in this Section 3 are referred to herein as “Buyer Releasors”), hereby irrevocably, fully and unconditionally releases and forever discharges the Company and its present and former officers and directors (the Company and its present and former officers and directors are referred to herein collectively as the “Company Releasees”) from all Claims which such Buyer and its Buyer Releasors may now own, hold, have or claim to have against any of the Company Releasees for, upon, or by reason of any nature, cause, action or inaction or thing whatsoever which arises from the beginning of the world to the date and time of this Agreement that solely arise out of or relate to the Company’s filing of the Form S-8 with the SEC on November 26, 2013, or the Company’s failure to disclose its intention to file such Form S-8 (collectively, the “Buyer Claims”). Each Buyer on behalf of itself and its successors, assigns and other legal representatives and each of its Buyer Releasors, covenants that it will not (and that it will cause all other Persons who may seek to claim as, by, through or in relation to such Buyer or its Buyer Releasors or the matters released by such Buyer in this Agreement not to) sxx any of the Company Releasees on the basis of or related to or in connection with any of such Buyer’s Buyer Claims herein released and discharged, as provided in this paragraph. Notwithstanding the foregoing, nothing contained in this paragraph shall release or relieve any obligations of the Company under this Agreement, the Purchase Agreement or any of the other Transaction Documents.
Buyer Release. Notwithstanding anything to the contrary in this Agreement and, effective as of the Closing, the Buyer, on behalf of itself and each of its respective Affiliates, successors and assigns (including, after the Closing, the Acquired Companies) (collectively, the “Buyer Releasing Parties”) (a) releases, acquits and forever discharges the Seller Group Released Parties from any and all claims, demands, damages, actions, causes of action, rights, costs, losses, expenses, compensation or suits in equity, of whatsoever kind or nature, in contract or in tort, at law or in equity, that such Buyer Releasing Party might have in each case arising out of anything done, omitted, suffered or allowed to be done by any Seller Group Released Party, including pursuant to any agreement, understanding, representation or promise by, between or among any Seller Group Released Party, on the one hand, and any Buyer Releasing Party, on the other hand, in each case whether heretofore or hereafter accrued or unaccrued and whether foreseen or unforeseen or known or unknown, including any claim for indemnification, contribution or other relief, any claim relating to the valuation or prospects of the Business, or any claim relating to any inducement to enter into this Agreement in each case to the extent related to matters or events occurring prior to the Closing (collectively, the “Buyer Released Matters”); provided, that, notwithstanding the foregoing, Buyer Released Matters shall not include any claims by the Buyer Indemnitees expressly permitted pursuant to this Agreement or the Ancillary Agreements, including (i) any indemnification claims by the Buyer Indemnitees expressly permitted pursuant to Section 11.1(b) or Section 11.8(b), (ii) any payment claims by the Buyer Group Releasing Parties under the Transition Services Agreement, (iii) any claims pursuant to, and in compliance with, Section 13.13 to specifically enforce any covenants or agreement of the Seller in this Agreement or the Ancillary Agreements, in each case, to the extent such covenant or agreement, by its terms, expressly contemplates performance after the Closing Date or (iv) any Purchase Price adjustment claims made pursuant to Section 2.4; (v) any claims pursuant to Section 7.4 and (vi) any claims against a Party for its Fraud, and (b) agrees never to commence or participate in a manner adverse to any Seller Group Released Party in any legal action or other proceeding based in whole or in part upon any Buyer Released...
Buyer Release. (a) Buyer hereby waives and releases and promises never to assert any claims or causes of action, whether or not now known, against the Seller and their respective predecessors, successors, or past or present subsidiaries, officers, directors, stockholders, agents, partners, members, managers, employees, assigns, and affiliates thereof from any and all actions, suits, claims, demands, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, promises, judgments, liabilities or obligations of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, without limitation, claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or in connection with the purchase of the Membership Interest and the transactions contemplated by this Agreement existing or arising on or prior to the Closing (other than with respect to Seller, for a breach of this Agreement by Seller) (the “Buyer Released Claims”).
Buyer Release. Effective upon the Closing, Buyer, on behalf of itself and the Company and each of their respective stockholders, directors, employees, successors and assigns (each, a “Buyer Releasor”), hereby releases, acquits and forever discharges, to the fullest extent permitted by Law, each Seller and, to the extent applicable, their respective Affiliates, agents, attorneys, successors and assigns, in his capacity as a stockholder, member, officer, director, or employee of the Company, of, from and against any and all actions, causes of action, claims, demands, damages, judgments, debts, dues and suits of every kind, nature and description whatsoever, arising from, connected or related to, caused by or based on any facts, conduct, activities, agreements, transactions, events or occurrences known or unknown, of any type that existed, occurred, happened, arose or transpired from the beginning of time through immediately prior to Closing; provided, however, that this release does not constitute a release by the Company or any of the Buyer Releasors of any right to enforce its, his or her rights under this Agreement, any Buyer Ancillary Agreement, Company Ancillary Agreement, or any Employment Agreement, or any other right or claim that shall arise from events following the Closing.
Buyer Release. Effective as of the Closing Date, Buyer hereby waives, releases, acquits, and forever discharges Seller, the Authority Board, and each of its commissioners, and Agents to the maximum extent permitted by law of and from any and all claims, actions, causes of action, demands, rights, liabilities, damages, losses, costs, expenses, or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, that Buyer had, has or which may arise in the future on account of or in any way growing out of or connected with this Agreement or any financial, legal, title, physical, environmental or other condition or any other aspect of the Property, with the exception of the gross negligence or willful misconduct of the Seller.
