Common use of Buyer Release Clause in Contracts

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 after the Closing, the Company) not to demand, institute, commence or cause to be commenced, any claim released or purported to be released pursuant to this Section 11.12.

Buyer Release. From and after the Closing, Buyer agrees, on behalf of itself and its Affiliates (and, Effective 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 without prejudice to the Closing Date (rights and remedies the “Seller Released Parties”) Buyer and Merger Sub may have any liability or responsibility, other than for Fraud, to any of Buyer or under the Company Group (R&W Insurance Policy 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, except for (i) claims based on Fraud, (ii) covenants and agreements set forth in this Agreement 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; orterms (iii) the Ancillary Agreements and (iv) any matter that cannot be waived as a matter of applicable Law: (da) relating to any information (whether written or oral)The Buyer hereby absolutely, documents or materials furnished to unconditionally and irrevocably releases, indemnifies and discharges, and the Buyer or shall cause each of its Affiliates by or (including, following the Closing, the Surviving Company and each Subsidiary of the Surviving Company) (the “Buyer Releasors”) to absolutely, unconditionally and irrevocably release, indemnify and discharge the Securityholder Representative (on behalf of the Blocker Seller or Company Securityholders) and the Company Group, including the Confidential Information. Buyer agrees (and, agrees to cause the Buyer Shareholders’ Related Parties, from any and from all claims, demands, rights, actions, suits, proceedings, liabilities, obligations, Losses and after the Closingcauses of action of any kind and nature whatsoever, fixed or contingent, known or unknown, liquidated or unliquidated, that any Buyer Releasor or any Person claiming through or under a Buyer Releasor ever had or now has or hereafter can, shall or may have arising out of, or relating to, the Companyorganization, management or operation of the Business of the Company or any Company Subsidiary relating to any matter, occurrence, action or activity prior to the Closing Date. (b) not Each Buyer Releasor is aware that it may hereafter discover facts in addition to demand, institute, commence or cause different from those it now knows or believes to be commenced, any claim released or purported true with respect to be released pursuant to the subject matter of the release provided for in this Section 11.1212.11; however, it is the intention of each Buyer Releasor that such release shall be effective as a full and final accord and satisfactory release of each and every matter specifically or generally referred to in this Section 12.11, except as expressly provided otherwise in this Section 12.11. In furtherance of this intention, each Buyer Releasor expressly waives and relinquishes any and all claims, rights or benefits that it may have under Section 1542 of the California Civil Code (“Section 1542”) and any similar provision in any other jurisdiction, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASING PARTY.” Each Buyer Releasor acknowledges that Section 1542, and any similar provision in any other jurisdiction, if they exist, are designed to protect a Party from waiving claims which it does not know exist or may exist. Nonetheless, each Buyer Releasor agrees that the waiver of Section 1542 and any similar provision in any other jurisdiction is a material portion of the releases intended by this Section 12.11, and it therefore intends to waive all protection provided by Section 1542 and any other similar provision in any other jurisdiction. EACH BUYER RELEASOR FURTHER ACKNOWLEDGES THAT IT IS AWARE THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE IT NOW KNOWS OR BELIEVES TO BE TRUE WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT INTENDS TO FULLY, FINALLY AND FOREVER RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATIVE THERETO, WHICH DO NOW EXIST, MAY EXIST, OR HERETOFORE HAVE EXISTED BETWEEN SUCH PARTY, ON THE ONE HAND, AND THE SECURITYHOLDER REPRESENTATIVE AND THE SHAREHOLDERS’ RELATED PARTY UNDER THIS SECTION 12.11, ON THE OTHER HAND. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES GIVEN HEREIN SHALL BE AND REMAIN IN EFFECT AS FULL AND COMPLETE GENERAL RELEASES OF ALL SUCH MATTERS, NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATIVE THERETO.

Buyer Release. From and after the Closing, each of Buyer and the Company agrees, on behalf of itself and its Affiliates (and, from and after the Closing, shall cause each member of the Company Group to agree) (collectively, the “Buyer Releasing Parties”), 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 former, direct or indirect equity holders of the Company Group (solely in such capacities) as of the date hereof 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 Group to unconditionally, absolutely, generally, irrevocably and completely release, remise, relinquish, waive and forever discharge), the Seller Released Parties from any obligations or liability: liability for, relating to or arising under (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(b) any effect, (i) in the case of the Blocker Seller and the Seller Representativecircumstance, with respect to the covenants and agreements which contemplate performance after the Closing change, occurrence, fact 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) development relating to or underlying such breach referred to in clause (a) and (c) 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 (andThe foregoing release in this Section 11.12 extends to any and all claims of any nature whatsoever, agrees to cause whether known, unknown or capable or incapable of being known as of the Buyer Related PartiesClosing or thereafter, and from includes any and after all claims, actions, demands, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, Contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, expenses, executions, affirmative defenses, demands and other obligations or liabilities whatsoever, in law or equity. As of the Closing, Xxxxx on behalf of itself and each of the CompanyBuyer Releasing Parties (in its capacity as such) not hereby irrevocably agrees to demandrefrain from, institutedirectly or indirectly, commence asserting, commencing, instituting or cause causing to be commenced, any claim released or Action, of any kind against the Seller Released Parties, based upon any matter purported to be released pursuant hereby. Buyer on behalf of itself and the Buyer Releasing Parties (in its capacity as such) hereby explicitly waive all rights with respect to this the foregoing releases under the provisions of Section 11.121542 of the California Civil Code, which section provides in pertinent part: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT A CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Buyer, on behalf of itself and the Buyer Releasing Parties (in its capacity as such) agree that no provision of Section 1542 of the California Civil Code shall affect the validity or scope of any other aspect of the foregoing releases. Buyer on behalf of itself and the Buyer Releasing Parties (in its capacity as such) hereby expressly waive any and all rights with respect to the foregoing releases which they may have under any other provision of state or federal Law providing the same or similar effect.

Buyer Release. (a) From and after the Closing, the Buyer agreeshereby absolutely, on behalf unconditionally and irrevocably releases, indemnifies and discharges, and the Buyer shall cause each of itself and its Affiliates (andincluding, from and after following 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 each of the Company Group (solely in such capacitiesSubsidiaries) as of or prior to the Closing Date (the “Seller Released PartiesBuyer Releasors”) have any liability or responsibility, other than for Fraud, to any of Buyer or the Company Group (and Buyer hereby unconditionally, absolutely, generally, unconditionally and 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 indemnify and forever discharge), discharge the Seller Released Parties and the Seller Related Parties, from any and all claims, demands, rights, actions, suits, proceedings, liabilities, obligations and causes of action of any kind and nature whatsoever, fixed or liability: (a) contingent, known or unknown, liquidated or unliquidated, that any Buyer Releasor or any Person claiming through or under a Buyer Releasor ever had or now has or hereafter can, shall or may have 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) Subsidiary relating to this Agreement and any matter, occurrence, action or activity prior to the transactions contemplated herebyClosing Date, except, in the case of the Blocker Seller and the Seller Representative, except for (iw) claims based on Fraud, (x) covenants and agreements set forth in this Agreement 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, (y) the agreements set forth on Section 7.13(a) of the Company Disclosure Schedules and (z) the Ancillary Agreements. (db) relating Each Buyer Releasor is aware that it may hereafter discover facts in addition to any information (whether written or oral), documents different from those it now knows or materials furnished believes to Buyer or its Affiliates by or on behalf be true with respect to the subject matter of the Blocker Seller release provided for in this Section 12.13; however, it is the intention of each Buyer Releasor that such release shall be effective as a full and final accord and satisfactory release of each and every matter specifically or the Company Groupgenerally referred to in this Section 12.13. In furtherance of this intention, including the Confidential Information. each Buyer agrees (andReleasor expressly waives and relinquishes any and all claims, agrees to cause the Buyer Related Partiesrights or benefits that it may have under Section 1542, and any similar provision in any other jurisdiction, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each Buyer Releasor acknowledges that Section 1542, and any similar provision in any other jurisdiction, if they exist, are designed to protect a party from waiving claims which it does not know exist or may exist. Nonetheless, each Buyer Releasor agrees that the waiver of Section 1542 and after any similar provision in any other jurisdiction is a material portion of the Closing, the Company) not to demand, institute, commence or cause to be commenced, any claim released or purported to be released pursuant to releases intended by this Section 11.1212.13, and it therefore intends to waive all protection provided by Section 1542 and any other similar provision in any other jurisdiction. EACH BUYER RELEASOR FURTHER ACKNOWLEDGES THAT IT IS AWARE THAT IT MAY HEREAFTER DISCOVER CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE IT NOW KNOWS OR BELIEVES TO BE TRUE WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT INTENDS TO FULLY, FINALLY AND FOREVER RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATIVE THERETO, WHICH DO NOW EXIST, MAY EXIST, OR HERETOFORE HAVE EXISTED BETWEEN SUCH PARTY, ON THE ONE HAND, AND THE SELLER OR SELLER RELATED PARTY UNDER THIS SECTION 12.13, ON THE OTHER HAND. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES GIVEN HEREIN SHALL BE AND REMAIN IN EFFECT AS FULL AND COMPLETE GENERAL RELEASES OF ALL SUCH MATTERS, NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATIVE THERETO.