Buyer Release. (a) Buyer, on its behalf and on behalf of its Affiliates, Subsidiaries, and past and present stockholders, members, managers, directors, officers, employees, agents, attorneys, advisors, representatives, trustees, beneficiaries, predecessors, successors, assigns, representatives and agents and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement (the “Releasing Parties”), subject to the provisio in this Section 9.16(a), hereby fully, finally and irrevocably releases, acquits and forever discharges Seller, Parent and each of their respective Affiliates, Subsidiaries and past and present stockholders, members, managers, directors, officers, employees, agents, attorneys, advisors, representatives, trustees, beneficiaries, predecessors, successors and assigns and any of their respective heirs, executors, legatees, administrators and beneficiaries, determined as of the date of this Agreement (collectively, the “Released Parties”), from all commitments, actions, charges, complaints, promises, agreements, controversies, debts, claims, counterclaims, suits, causes of action, damages, demands, liabilities, losses, obligations, costs and expenses of every kind and nature whatsoever, whether arising from any express, implied, oral or written contract or agreement or otherwise, known or unknown, foreseen or unforeseen, certain or contingent, liquidated or unliquidated that have been, could have been or in the future could be asserted, at law or in equity (collectively, a “Potential Claim”), that arises out of the matters described in that certain letter, dated March 13, 2016, from Xxxxx Day, in its capacity as counsel to the independent directors of the REITs, to Skadden (collectively, the “Released Matters”), and hereby irrevocably agrees to refrain from directly or indirectly asserting any Potential Claim, against any Released Party based upon any Released Matters; provided, however, that, notwithstanding anything to the contrary in this Section 9.16, in the event this Agreement is terminated under Article VII or otherwise not consummated due to the failure to satisfy any of the conditions set forth in Article VI, this Section 9.16 and the release set forth herein will be null and void and of no further force or effect.
(b) Buyer, both on behalf of itself and the other Releasing Parties, acknowledges and agrees that neither this Section 9.16 nor the furnishing of the consideration for the r...
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. From and after the Closing, Buyer agrees, on behalf of itself and its Affiliates (and, from and after the Closing, shall cause the Company to agree), that none of (x) the current or former officers and directors of the Blocker Seller or the Seller Representative (solely in such capacities), (y) the Blocker Seller or the Seller Representative or (z) the current or former equity holders of the Company Group (solely in such capacities) as of or prior to the Closing Date (the “Seller Released Parties”) have any liability or responsibility, other than for Fraud, to any of Buyer or the Company Group (and Buyer hereby unconditionally, absolutely, generally, irrevocably and completely releases, remises, relinquishes, waives and forever discharges, and from and after the Closing agrees to cause the Company to release, remise, relinquish, waive and forever discharge), the Seller Released Parties from any obligations or liability:
(a) arising out of, or relating to, any matter, occurrence, action or activity prior to the Closing regarding the organization, management or operation of the businesses of the Company or any Company Subsidiary;
(b) relating to this Agreement and the transactions contemplated hereby, except, in the case of the Blocker Seller and the Seller Representative, for (i) covenants and agreements which contemplate performance after the Closing or otherwise expressly by their terms survive the Closing, and (ii) representations and warranties of the Blocker Seller that expressly survive the Closing, each of which will survive in accordance with its terms;
(c) for any breach of any representation or warranty or the breach of any covenant, undertaking or other agreement contained in this Agreement, the Schedules and Exhibits hereto or in any certificate contemplated hereby and delivered in connection herewith, except, (i) in the case of the Blocker Seller and the Seller Representative, with respect to the covenants and agreements which contemplate performance after the Closing or (ii) the covenants, agreements, representations and warranties that otherwise expressly by their terms survive the Closing, each of which will survive in accordance with its terms; or
(d) relating to any information (whether written or oral), documents or materials furnished to Buyer or its Affiliates by or on behalf of the Blocker Seller or the Company Group, including the Confidential Information. Buyer agrees (and, agrees to cause the Buyer Related Parties, and from and afte...
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. Effective as of the Closing, Buyer Parent, on behalf of itself and its Affiliates (including, after the Closing, the Acquired Company Entities), and its and their respective successors and assigns (collectively, the “Buyer Releasing Parties”), forever waives, releases, remises and discharges Seller and its Affiliates and its and their successors and, in their capacities as such, the directors, officers, employees, agents and assigns of the foregoing (collectively, the “Seller Released Parties”) from any Action or Liability that the Seller Releasing Parties may currently have, or may have in the future, solely to the extent (i) arising out of facts, circumstances, actions, omissions or events giving rise to such claim or Liability that occurred on or prior to the Closing and in each case relating to the Acquired Company Entities or the Seller Released Parties’ direct or indirect ownership therein, or (ii) relating to any Related Party Terminated Agreements, except for the Buyer Releasing Parties’ (x) express rights pursuant to this Agreement or any other Transaction Document to which it is a party or otherwise beneficiary (including claims for Fraud), (y) express rights (other than in connection with any breach) under any Related Party Contract that is expressly permitted to survive the Closing in accordance with this Agreement and (z) if such Buyer Releasing Party is a Service Provider, under any Excluded Arrangement (including rights to earned but unpaid wages or compensation, unpaid vacation and unreimbursed business expenses) (collectively, subject to such exceptions, the “Buyer Released Claims”). Buyer Parent, on behalf of itself and the other Buyer Releasing Parties, (i) represents that it has not assigned or transferred to any Person all or any part of, or any interest in, any Buyer Released Claims and (ii) acknowledges that the Buyer Releasing Parties may hereafter discover facts other than or different from those that they know or believe to be true with respect to the subject matter of the Buyer Released Claims, but it hereby expressly agrees that, as of the Closing, it (on behalf of itself and the other Buyer Releasing Parties) shall have waived and fully, finally and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, contingent or noncontingent claim with respect to the Buyer Released Claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of such diffe...
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 relating to the Buyer (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. 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. (a) Buyer hereby waives and releases and promises never to assert any claims or causes of action, whether or not now known, against the Company, 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 Shares and the transactions contemplated by this Agreement existing or arising on or prior to the Closing (other than in connection with enforcing the terms of this Agreement and, with respect to Seller, for a breach of this Agreement by Seller) (the “Buyer Released Claims”).
(b) Seller expressly acknowledges and agrees that the provisions of this Section 9.2 shall be effective as a full and final accord and satisfaction and general release of all Seller Released Claims, whether known or unknown, against Buyer and the Company.
