Common use of Limited Releases Clause in Contracts

Limited Releases. 8.01. For good and valuable consideration, effective upon the occurrence of the Agreement Effective Date, each Party hereby releases and discharges each Released Party from any and all Causes of Action, whether known or unknown, asserted on behalf of such releasing Party or that such releasing Party would have been legally entitled to assert (whether individually or collectively), arising on or before the Agreement Effective Date and arising from any Released Party’s negotiation of and/or entry into this Agreement, the Investment Agreement, or the other Definitive Documents. 8.02. Notwithstanding anything to the contrary in Section 8.01, the releases set forth in Section 8.01 do not release: (a) any post-Agreement Effective Date obligations of any Party or Entity under this Agreement, the Investment Agreement, any Restructuring Transaction, or any other document, instrument, or agreement (including the Definitive Documents) executed to implement this Agreement or the Restructuring Transactions; (b) any Claims against the Company Parties for principal, interest, or other amounts owing under the Finance Documents or any Equity Interests; or (c) any Causes of Action (i) arising before the commencement of the negotiation of this Agreement and the Investment Agreement, (ii) unrelated to the negotiation of or entry into this Agreement, the Investment Agreement, or the other Definitive Documents, (iii) between one Company Party and another Company Party, (iv) between any Party and that Party’s own Affiliates, or between any Party and/or that Party’s Affiliates and their own respective current and former directors, managers, officers, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries, partners, limited partners, general partners, principals, members, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals; or (v) solely to the extent any such Cause of Action, as determined by a final order of a court of competent jurisdiction, arising out of or relating to any act or omission of a Released Party that constitutes actual fraud, willful misconduct, or gross negligence. The releases in Section 8 are in addition to, and not in lieu of, the releases to be included in the Plan or other Definitive Documents.

Limited Releases. 8.01. For good (a) Except for the rights and valuable considerationobligations of the parties specifically set forth herein and in the Confidentiality Agreement, effective upon the occurrence of the Agreement Effective DateClosing, and intending to be legally bound, each Party Seller, on its own behalf and on behalf of its Affiliates, representatives, agents, heirs, executors, administrators, successors and assigns (each individually, a “Seller Releasor Party” and collectively, the “Seller Releasor Parties” ), as applicable and to the extent legally possible, hereby releases releases, waives and discharges the Transferred Entities, their Affiliates (including Purchaser and its Affiliates from and after the Closing Date) and each of their respective officers, directors, employees, equityholders, members, managers, holders, agents, successors and assigns, as applicable (collectively, the “Purchaser Released Party Parties,” and each individually a “Purchaser Released Party” ), from and against any and all Causes of Actionliabilities or Losses whatsoever, at Law or in equity, whether now known or for any reason unknown, asserted on behalf of such releasing Party fixed or that such releasing Party would have been legally entitled to assert (whether individually contingent, liquidated or collectively)unliquidated, mature or unmatured, arising on or before the Agreement Effective Date and arising from existing on, or at any Released Party’s negotiation of and/or entry into this Agreementtime prior to, the Investment AgreementClosing, including any liability, Losses or the other Definitive Documents. 8.02. Notwithstanding anything to the contrary in Section 8.01, the releases set forth in Section 8.01 do not release: (a) any post-Agreement Effective Date obligations cause of any Party or Entity under this Agreement, the Investment Agreement, any Restructuring Transaction, or any other document, instrument, or agreement (including the Definitive Documents) executed to implement this Agreement or the Restructuring Transactions; (b) any Claims against the Company Parties for principal, interest, or other amounts owing under the Finance Documents or any Equity Interests; or (c) any Causes of Action (i) arising before the commencement of the negotiation of this Agreement and the Investment Agreement, (ii) unrelated to the negotiation of or entry into this Agreement, the Investment Agreement, or the other Definitive Documents, (iii) between one Company Party and another Company Party, (iv) between any Party and that Party’s own Affiliates, or between any Party and/or that Party’s Affiliates and their own respective current and former directors, managers, officers, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries, partners, limited partners, general partners, principals, members, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals; or (v) solely to the extent any such Cause of Action, as determined by a final order of a court of competent jurisdiction, arising out of action based on or relating to any of the Transferred Entities, any act or omission occurring prior to the Closing or the operation of the businesses of the Transferred Entities prior to the Closing. To the extent permitted by applicable Law, each Seller, on behalf of itself and each of its Seller Releasor Parties, agrees and promises that it will not file any claim asserting any such liabilities or Losses and, that if such a claim is brought on such Seller Releasor Party’s behalf or for such Seller Releasor Party’s benefit in or by any Governmental Entity, such Seller, on behalf of itself and each of its Seller Releasor Parties, hereby waives and agrees not to take any award or money or other damages as a result of such claim. Each Seller, on its own behalf and on behalf of each of its Seller Releasor Parties, acknowledges and agrees that the Seller Released Party that constitutes actual fraudParties shall be third-party beneficiaries of this Section 8.8(a). (b) Except for the rights and obligations of the parties specifically set forth herein and in the Confidentiality Agreement, willful misconducteffective upon the Closing, and intending to be legally bound, the Company, on its own behalf and on behalf of its Subsidiaries, Affiliates, representatives, agents, heirs, executors, administrators, successors and assigns (each individually, a “Company Releasor Party” and collectively, the “Company Releasor Parties”), as applicable and to the extent legally possible, hereby releases, waives and discharges each of the Seller Releaser Parties (which for purposes of this Section 8.8(b) shall also include directors and/or officers of any of the Transferred Entities who are also directors, officers and/ or employees of any of the Sellers or any of their respective Affiliates) from and against any and all liabilities or Losses whatsoever, at Law or in equity, whether now known or for any reason unknown, fixed or contingent, liquidated or unliquidated, mature or unmatured, arising or existing on, or gross negligence. The releases in Section 8 are in addition at any time prior to, and not in lieu ofthe Closing, including any liability, Losses or cause of action based on or relating to (i) any of the Seller Releaser Parties, the releases Transferred Entities, any act or omission occurring prior to be included the Closing or the operation of the businesses of the Transferred Entities prior to the Closing, or (ii) any breach of fiduciary or similar duties of such Seller Releasor Party, in such Seller Releasor Party’s capacity as shareholder, manager, equity owner, director or officer of any of the Plan Transferred Entities. To the extent permitted by applicable Law, the Company, on behalf of itself and each of the Company Releasor Parties, agrees and promises that it will not file any claim asserting any such liabilities or Losses and, that if such a claim is brought on the Company Releasor Party’s behalf or for the Company Party’s benefit in or by any Governmental Entity, the Company, on behalf of itself and each of the Company Releasor Parties, hereby waives and agrees not to take any award or money or other Definitive Documentsdamages as a result of such claim.

Limited Releases. 8.01. For good (a) Except for the rights and valuable considerationobligations of the parties specifically set forth herein and in the Confidentiality Agreement, effective upon the occurrence of the Agreement Effective DateClosing, and intending to be legally bound, each Party Seller, on its own behalf and on behalf of its Affiliates, representatives, agents, heirs, executors, administrators, successors and assigns (each individually, a “Seller Releasor Party” and collectively, the “Seller Releasor Parties” ), as applicable and to the extent legally possible, hereby releases releases, waives and discharges the Transferred Entities, their Affiliates (including Purchaser and its Affiliates from and after the Closing Date) and each of their respective officers, directors, employees, equityholders, members, managers, holders, agents, successors and assigns, as applicable (collectively, the “Purchaser Released Party Parties,” and each individually a “Purchaser Released Party” ), from and against any and all Causes of Actionliabilities or Losses whatsoever, at Law or in equity, whether now known or for any reason unknown, asserted on behalf of such releasing Party fixed or that such releasing Party would have been legally entitled to assert (whether individually contingent, liquidated or collectively)unliquidated, mature or unmatured, arising on or before the Agreement Effective Date and arising from existing on, or at any Released Party’s negotiation of and/or entry into this Agreementtime prior to, the Investment AgreementClosing, including any liability, Losses or the other Definitive Documents. 8.02. Notwithstanding anything to the contrary in Section 8.01, the releases set forth in Section 8.01 do not release: (a) any post-Agreement Effective Date obligations cause of any Party or Entity under this Agreement, the Investment Agreement, any Restructuring Transaction, or any other document, instrument, or agreement (including the Definitive Documents) executed to implement this Agreement or the Restructuring Transactions; (b) any Claims against the Company Parties for principal, interest, or other amounts owing under the Finance Documents or any Equity Interests; or (c) any Causes of Action (i) arising before the commencement of the negotiation of this Agreement and the Investment Agreement, (ii) unrelated to the negotiation of or entry into this Agreement, the Investment Agreement, or the other Definitive Documents, (iii) between one Company Party and another Company Party, (iv) between any Party and that Party’s own Affiliates, or between any Party and/or that Party’s Affiliates and their own respective current and former directors, managers, officers, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries, partners, limited partners, general partners, principals, members, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals; or (v) solely to the extent any such Cause of Action, as determined by a final order of a court of competent jurisdiction, arising out of action based on or relating to any of the Transferred Entities, any act or omission occurring prior to the Closing or the operation of the businesses of the Transferred Entities prior to the Closing. To the extent permitted by applicable Law, each Seller, on behalf of itself and each of its Seller Releasor Parties, agrees and promises that it will not file any claim asserting any such liabilities or Losses and, that if such a claim is brought on such Seller Releasor Party’s behalf or for such Seller Releasor Party’s benefit in or by any Governmental Entity, such Seller, on behalf of itself and each of its Seller Releasor Parties, hereby waives and agrees not to take any award or money or other damages as a result of such claim. Each Seller, on its own behalf and on behalf of each of its Seller Releasor Parties, acknowledges and agrees that the Seller Released Party that constitutes actual fraudParties shall be third-party beneficiaries of this Section 8.8(a). (b) Except for the rights and obligations of the parties specifically set forth herein and in the Confidentiality Agreement, willful misconducteffective upon the Closing, and intending to be legally bound, the Company, on its own behalf and on behalf of its Subsidiaries, Affiliates, representatives, agents, heirs, executors, administrators, successors and assigns (each individually, a “Company Releasor Party” and collectively, the “Company Releasor Parties”), as applicable and to the extent legally possible, hereby releases, waives and discharges each of the Seller Releaser Parties (which for purposes of this Section 8.8(b) shall also include directors and/or officers of any of the Transferred Entities who are also directors, officers and/or employees of any of the Sellers or any of their respective Affiliates) from and against any and all liabilities or Losses whatsoever, at Law or in equity, whether now known or for any reason unknown, fixed or contingent, liquidated or unliquidated, mature or unmatured, arising or existing on, or gross negligence. The releases in Section 8 are in addition at any time prior to, and not in lieu ofthe Closing, including any liability, Losses or cause of action based on or relating to (i) any of the Seller Releaser Parties, the releases Transferred Entities, any act or omission occurring prior to be included the Closing or the operation of the businesses of the Transferred Entities prior to the Closing, or (ii) any breach of fiduciary or similar duties of such Seller Releasor Party, in such Seller Releasor Party’s capacity as shareholder, manager, equity owner, director or officer of any of the Plan Transferred Entities. To the extent permitted by applicable Law, the Company, on behalf of itself and each of the Company Releasor Parties, agrees and promises that it will not file any claim asserting any such liabilities or Losses and, that if such a claim is brought on the Company Releasor Party’s behalf or for the Company Party’s benefit in or by any Governmental Entity, the Company, on behalf of itself and each of the Company Releasor Parties, hereby waives and agrees not to take any award or money or other Definitive Documentsdamages as a result of such claim.