Common use of Buyer Release Clause in Contracts

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. Effective as In consideration 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 terms and provisions hereof, Buyer, on behalf of itself and each of its Subsidiaries and Affiliates and each of its themselves and their respective current and former officers, directors, employees, partners, members, advisors, successors and assigns (collectively, the “Buyer Releasing Parties”)assigns, hereby fully, forever and irrevocably release, discharge 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, acquit the “Seller Released Parties”Parties (as defined below) of and from any and all actionsrights, claims, demands, obligations, liabilities, indebtedness, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action, suits, proceedings, executions, judgments, duties, debts, duessums of money, accounts, bondscompensations, Contracts contracts, controversies, promises, damages, costs, losses and covenants (whether express expenses of every type, kind, nature, description or implied)character, and claims and demands whatsoever irrespective of how, why by reason of what facts, whether in law heretofore or in equity which the Buyer Releasing Parties now existing or that could, might, or may have against each be claimed to exist, of the Seller Released Partieswhatever kind or name, now whether known or in the futureunknown, in each case in respect suspected or unsuspected, liquidated or unliquidated, claimed or unclaimed, whether based on contract, tort, breach of any causeduty, matter or thing relating to other legal or equitable theory of recovery, each as though fully set forth herein at length (collectively, a “claim” or the “claims”) that in any way arise from the Contract, the Interests, the Properties and/or the Deposit, as well as any action or inaction of the Seller Released Parties in or any of them with respect to the Contract, the Interests, the Properties and/or the Deposit. As used herein, the term “Seller Released Parties” means Seller and its past and present affiliates, and their capacity as a respective past and present direct or indirect equityholderconstituent members, officerpartners, directorofficers, employeeowners, partnermanagers, managerdirectors, or member agents, attorneys (including its external counsel), accountants, and employees of each and all of the Company on foregoing entities, and their respective successors, heirs and assigns. Xxxxx acknowledges and agrees that factual matters now unknown to them may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected for the period prior to the Closing Date date hereof, and Xxxxx further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Xxxxx nevertheless hereby intends to release, discharge and acquit the Seller Released Parties from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses. Notwithstanding the foregoing or anything contained herein to the contrary, this Section 4 shall not apply to clauses (collectively, the “Buyer Released Claims”). Each Buyer Releasing Party further agrees that it shall not, nor permit any Affiliate to, 3) and (i4) 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 Proceedingdefinition of Surviving Obligations.

Buyer Release. Effective (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 Closing Date, except for (a) any rights or obligations under date of this Agreement or (the other Transaction Documents“Releasing Parties”), subject to the provisio in this Section 9.16(a), hereby fully, finally and (b) the ability to terminate any employee or other service provider of the Company following the Closingirrevocably releases, each of Buyer acquits and the Company on behalf of itself forever discharges Seller, Parent and each of its their respective Affiliates, Subsidiaries and Affiliates past and each of its and their respective current and former officerspresent stockholders, members, managers, directors, officers, employees, partnersagents, membersattorneys, 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 “Buyer Releasing Released Parties”), hereby irrevocably from all commitments, actions, charges, complaints, promises, agreements, controversies, debts, claims, counterclaims, suits, causes of action, damages, demands, liabilities, losses, obligations, costs and unconditionally releases expenses of every kind and forever discharges Sellernature 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 Affiliates and each capacity as counsel to the independent directors of its and their respective current and former officersthe REITs, directors, employees, partners, managers, members, advisors, financial advisors, lenders, successors and assigns to Skadden (collectively, the “Seller Released PartiesMatters”) 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 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 law or in equity which the Buyer Releasing Parties may have against each of the Seller Released Partiesthis Section 9.16, now or in the future, in each case in respect of any cause, matter event this Agreement is terminated under Article VII or thing relating otherwise not consummated due to the failure to satisfy any of the Seller Released Parties conditions set forth in their capacity as a direct Article VI, this Section 9.16 and the release set forth herein will be null and void and of no further force 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 Proceedingeffect.

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 upon the Closing, each of Buyer and the Company Buyer, on behalf of itself and each of the Company and its Subsidiaries and Affiliates and each of its and their respective current and former officersshareholders, directors, employees, partnerssuccessors and assigns (each, membersa “Buyer Releasor”), advisorshereby completely releases, acquits and forever discharges, to the fullest extent permitted by Law, Holdco, Sellers and, to the extent applicable, their respective Affiliates, agents, attorneys, successors and assigns in his, her or its capacity as a shareholder or employee of the Company (collectivelyeach, the a “Buyer Releasing PartiesSeller Releasee”), hereby irrevocably of, from 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 against any and all actions, causes of action, suitsclaims, proceedingsdemands, executionsdamages, judgments, duties, debts, duesdues and suits of every kind, accountsnature and description whatsoever, bondsfixed or contingent, Contracts and covenants (whether express known or implied)unknown, and claims and demands whatsoever whether in law liquidated or unliquidated, suspected or unsuspected, at Law or in equity (the “Buyer-Released Claims”) which the such Buyer Releasing Parties may have against each of the Seller Released PartiesReleasor ever had, now has or in the futuremay have, in each case in respect or which such Buyer Releasor at any time previously had, or claimed to have had, on or by reason of any causematter, matter cause or thing relating whatsoever arising from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any of the Seller Released Parties in their capacity as a direct sort or indirect equityholdertype, officerwhether known or unknown, directorand which occurred, employeeexisted or was taken or permitted, partner, manager, or member of the Company on at or prior to the Closing Date Date; provided, however, that this release does not extend to any claim (collectivelya) to enforce Buyer’s rights under this Agreement, the “Buyer Released Claims”). Each Buyer Releasing Party further agrees that it any Seller Ancillary Agreement, any Holdco Ancillary Agreement or any Company Ancillary Agreement and nothing in this Agreement, including but not limited to this Section 8.4.2, shall not, nor permit any Affiliate be construed to extend to, include, restrict or limit in any way, and Buyer hereby reserves Buyer’s rights to pursue, any and all claims, actions or rights that Buyer or its Affiliates may now or in the future have under this Agreement, any Seller Ancillary Agreement, any Holdco Ancillary Agreement or any Company Ancillary Agreement, (ib) institute for any Legal Proceeding based uponbreach by a Sellers of any obligations of confidentiality with respect to any proprietary processes or other proprietary information of the Company, arising out ofhowever and whenever arising, (c) Fraud of any Seller, or relating (d) any transaction from which a Seller or Holdco derived an improper personal benefit. Bxxxx agrees not to, and agrees to cause its Affiliates, and each of their respective successors and assigns, not to, assert any of the Buyer Buyer-Released Claims, (ii) participate, assist or cooperate in Claims against any such Legal Proceeding or (iii) encourage, assist and/or solicit any third party to institute any such Legal ProceedingSeller Releasee.

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 upon the Closing, each of Buyer and the Company Buyer, on behalf of itself itself, and each of its Subsidiaries past, present and Affiliates and each of its and their respective current and former officersfuture subsidiaries, directorsparents, employeesdivisions, partnersAffiliates, membersagents, advisorsrepresentatives, insurers, attorneys, successors and assigns assigns, all solely in such capacity, (collectively, the “Buyer Releasing Parties”), hereby irrevocably and unconditionally releases release, remise, acquit and forever discharges Sellerdischarge (i) the Seller and its Bankruptcy Estate, its Affiliates past, present and future subsidiaries, parents, divisions, Affiliates, agents, representatives, insurers, attorneys, successors and assigns, and each of its and their respective current and former directors, managers, officers, directors, employees, partners, managersshareholders, members, advisorsagents, financial advisorsrepresentatives, lendersattorneys, successors contractors, subcontractors, independent contractors, owners, insurance companies and assigns partners (collectively, the “Seller Released Parties”) of and ), from any and all actionsclaims, Contracts, demands, causes of action, disputes, controversies, suits, proceedingscross-claims, executionstorts, judgmentslosses, dutiesattorneys’ fees and expenses, debtsobligations, duesagreements, accountscovenants, bondsdamages, Contracts Liabilities, costs and covenants expenses (whether express or implied)collectively, 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 “Disputes”) arising on or prior to the Closing Date (collectivelyDate, the “Buyer Released Claims”). Each Buyer Releasing Party further agrees that it shall whether known or unknown, whether anticipated or unanticipated, whether claimed or suspected, whether fixed or contingent, whether yet accrued or not, nor permit any Affiliate towhether damage has resulted or not, (i) institute any Legal Proceeding based uponwhether at law or in equity, whether arising out ofof agreement or imposed by statute, common law of any kind, nature, or relating description, including, without limitation as to any of the foregoing, any claim by way of indemnity or contribution, which any Buyer Releasing Party has, may have had or may hereafter assert against any Seller Released Claims, Party and (ii) participateany claim, assist right or cooperate interest of Buyer (whether known or unknown, whether anticipated or unanticipated, whether claimed or suspected, whether fixed or contingent, whether yet accrued or not, whether at law or in equity, whether arising out of agreement or imposed by statute, common law of any kind, nature, or description) in the Excluded Assets; provided, that notwithstanding the foregoing, Buyer Releasing Parties do not in any event release Seller from its obligations under this Agreement or the Ancillary Agreements, including the Assumed Liabilities, if any. The Buyer agrees, on behalf of each Buyer Releasing Party, that the release in this Section 5.6 applies not only to Disputes that are presently known, suspected, or disclosed to such Legal Proceeding Buyer, but also to Disputes that are presently unknown, unsuspected, or (iii) encourage, assist and/or solicit any third party undisclosed to institute any such Legal ProceedingBuyer. The Buyer acknowledges that each Buyer Releasing Party is assuming the risk that the facts may turn out to be different from what such Buyer Releasing Party believes them to be and agrees that the release in this Section 5.6 shall be in all respects effective and not subject to termination or rescission because of such mistaken belief.

Buyer Release. Effective as of To the Closing Datefullest extent permitted by applicable Law, except for (a) any rights or obligations under this Agreement or the other Transaction DocumentsBuyer, 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 itself, its Subsidiaries subsidiaries and Affiliates and each of its and their the respective current future, present and former directors, officers, directors, employees, partnerslicensees, membersrepresentatives, advisors, successors agents, attorneys, successors, assigns and assigns any and all Persons claiming by or through each of the foregoing (collectively, the “Buyer Releasing Parties”), hereby unequivocally, knowingly, voluntarily, unconditionally and irrevocably waives, fully and unconditionally releases finally releases, remises, exculpates, acquits and forever discharges Sellerthe Parent, its Affiliates and each of its subsidiaries and their Affiliates and the respective current future, present and former directors, officers, directors, employees, partnerslicensees, managers, membersrepresentatives, advisors, financial advisorsagents, lendersattorneys, successors and assigns of each of the foregoing (collectively, the “Seller Parent Released Parties”) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, Contracts bills, covenants, contracts, controversies, obligations, claims, counterclaims, setoffs, debts, demands, damages, costs, expenses, compensation and covenants (whether express or implied), liabilities of every kind 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 futureany nature whatsoever, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, and whether arising at Law or in respect of any causeequity, matter which such Buyer Releasing Party had, has or thing may have based upon, arising from, in connection with or relating to the APA, any Transaction Document or the Transactions; provided, however, that the foregoing shall not limit the rights and obligations of the Seller parties hereto (i) with respect to any Parent Released Parties in their capacity as a direct Parties’ liability for fraud with respect to any facts relevant to the Buyer not being able to obtain CFIUS Approval or indirect equityholder, officer, director, employee, partner, manager, or member DSS Approval on terms consistent with Section 5.2(e) of the Company on APA or prior to (ii) under (x) this Agreement, (y) the Closing Date Confidentiality Agreement or (collectively, z) any agreements entered into between the “Buyer Released Claims”)parties following the date hereof. Each Buyer Releasing Party further agrees that it shall notrefrain from, nor permit directly or indirectly, asserting any Affiliate toclaim or demand or commencing, (i) institute instituting, maintaining, facilitating, aiding or causing to be commenced, instituted or maintained, any Legal Proceeding legal or arbitral proceeding of any kind against any Parent Released Party based upon, arising out of, or relating to upon 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 Proceedingmatter released under this Section 2(b).