Gloucester Parties Clause Samples

Gloucester Parties. (a) Without limiting Bidder's rights under clause 13, Bidder and Yanzhou (both for themselves and as agent of every member of the Bidder Group) jointly and severally release all rights against, and jointly and severally agree with Gloucester that neither of them will make a Claim against, any Gloucester Party (other than Gloucester) in connection with: (1) Gloucester's execution or delivery of this deed or any other Transaction Document to which it is a party; (2) any breach of any representation, covenant and warranty of Gloucester in this deed; (3) the implementation of the Scheme; or (4) any disclosure made by any Gloucester Party including in the Gloucester Due Diligence Material, the Updated Gloucester Due Diligence Material or the Gloucester Disclosure Letter that contains any statement which is false or misleading whether in content or by omission, except to the extent the relevant Gloucester Party has not acted in good faith or has engaged in wilful misconduct. (b) This clause is subject to any Corporations Act restriction and will (if and to the extent required) be read down accordingly. Gloucester receives and holds the benefit of this clause as trustee for each other Gloucester Party.