No Recourse; Release of Claims. Anything in this Agreement or applicable law to the contrary notwithstanding, other than claims against Seller or the Companies as and to the extent expressly provided for in Sections 9.4 and 10 of this Agreement, Buyer will not have any claim or recourse against any of the Released Parties as a result of the breach of any representation, warranty, covenant or agreement of Seller or the Companies contained herein or otherwise arising out of or in connection with the transactions contemplated by this Agreement or the Transaction Documents or the business or operations of the Companies prior to the Closing, including, without limitation, any implied representations or warranties (including, without limitation, any warranties of fitness for a particular purpose). Effective as of the Closing, Buyer and each of its Subsidiaries hereby release and forever discharge each of the Released Parties from all actions, causes of action, suits, debts and claims arising out of facts or circumstances prior to the Closing, whether at law or in equity or otherwise, which Buyer ever had or now or hereafter may have for, upon or by reason of any matter, cause or thing whatsoever related to the Companies, whether, contingent, accrued or otherwise arising out of facts or circumstances prior to the Closing; provided that the foregoing shall not limit Buyer's rights provided in Section 10, subject to the limitations provided for therein.
Appears in 2 contracts
Samples: Purchase Agreement (Cox Communications Inc /De/), Purchase Agreement (Media General Inc)
No Recourse; Release of Claims. Anything in this Agreement or applicable law to the contrary notwithstanding, other than claims against Seller or the Companies Sellers as and to the extent expressly provided for in Sections Section 9.4 and Section 10 of this AgreementAgreement (and other than any claim for fraud or criminal conduct), neither Buyer nor any of the Falcon Companies will not have any claim or recourse against any of the Released Parties as a result of the breach of any representation, warranty, covenant or agreement of Seller Falcon or the Companies Sellers contained herein or otherwise arising out of or in connection with the transactions contemplated by this Agreement or the Transaction Documents or the business or operations of the Falcon Companies prior to the Closing, including, without limitation, any implied representations or warranties (including, without limitation, any warranties of fitness for a particular purpose). Effective as of the Closing, Buyer and each of its Subsidiaries hereby release releases and forever discharge discharges each of the Released Parties from all actions, causes of action, suits, debts and claims (other than claims for fraud or criminal conduct) arising out of facts or circumstances prior to the Closing, whether at law or in equity or otherwise, which Buyer or any of the Falcon Companies ever had or now or hereafter may have for, upon or by reason of any matter, cause or thing whatsoever related to the Falcon Companies, whether, contingent, accrued or otherwise arising out of facts or circumstances prior to the Closing; provided that the foregoing shall not limit Buyer's rights provided for in Section 10, subject to the limitations provided for therein.
Appears in 2 contracts
Samples: Purchase and Contribution Agreement (Charter Communications Inc /Mo/), Purchase and Contribution Agreement (Falcon Funding Corp)