Purchaser Release. Effective upon the receipt by the Company of the full amount of the Settlement Payment, each of Parent and Merger Sub, for itself and, to the maximum extent permitted by law, on behalf of its former, current or future officers, directors, employees, agents, representatives, parents, Subsidiaries, Affiliates, shareholders, managers, vendors and any predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said person or entities (“Purchaser Releasing Parties”), hereby unequivocally, fully and irrevocably releases and discharges the Company, the Company Related Parties and their respective former, current or future directors, officers, employees, members, managers, partners, shareholders, agents or Representatives, advisors, attorneys, accountants, insurers, predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity (collectively, “Company Released Persons”), from any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of action, counts, obligations, sums of money due, attorneys’ fees, suits, debts, covenants, agreements, promises, demands, damages and charges of whatever kind or nature, known or unknown, in law or in equity, asserted or that could have been asserted, under federal or state statute, or common law or the laws of any other relevant jurisdiction, arising from or out of, based upon, in connection with or otherwise relating in any way to the Merger Agreement (including, for the avoidance of doubt, the negotiation thereof and all due diligence activities and other actions or activities undertaken in connection therewith, collectively, the “Transaction Matters”), the Equity Commitment Letter, the Limited Guarantee, the Debt Commitment Letter, the Voting Agreements or the transactions or payments contemplated by any of the foregoing, including any claim relating to the termination of the Merger Agreement (the “Purchaser Released Claims”); provided, that, for the avoidance of doubt, nothing contained in this Agreement shall be deemed to release any party hereto from its obligations under (x) this Agreement, the Investment Agreement, the Promissory Note or the transactions contemplated hereby or thereby or (y) the Confidentiality Agreements.
Purchaser Release. (a) Effective as of the Closing, each of the Purchaser and the Successor Agent on its behalf and on behalf of its Related Parties (each, a “Purchaser Releasor”), hereby unconditionally, irrevocably, voluntarily and knowingly forever releases each of the Seller and the Seller Related Parties (collectively, the “Seller Released Parties”) from all claims, counterclaims, demands, damages, losses, costs, expenses (including attorneys’ fees), debts, suits, obligations, liabilities, cross-claims, interests, controversies, actions and causes of action of any kind or nature whatsoever, whether individually or collectively, arising on or prior to the date hereof or in the future, whether arising at law or in equity, known or unknown, direct or indirect, actual or potential, liquidated or unliquidated, absolute or contingent, foreseen or unforeseen, asserted or unasserted, and including any rights to indemnity or contribution of which any Purchaser Releasor has ever had, now has or in the future may have in respect of any duty, obligation, act or omission by any Seller Released Party prior to the Closing, in each case, to the extent arising out of, in connection with, or relating to (x) the Seller’s ownership of the Transferred Interests or status as a Holder, a Note Holder and/or an Agent under the Note or any other Note Documents (other than any claims against the Seller or any Runa Entity pursuant to this Agreement, which claims, notwithstanding any other provision hereof, are not released pursuant to this Section 7(a)) or (y) any act or omission, error, negligence, breach of contract, tort, violation of law, matter or cause whatsoever arising from, in connection with, or relating to the Note Documents or the transactions contemplated thereby. The release contemplated in this Section 7(a) is expressly intended to benefit, and may be enforced directly by, any Seller Released Party.
(b) The Purchaser and the Successor Agent on its behalf and on behalf of each other Purchaser Releasor, as applicable, hereby expressly agrees that the release contemplated by the foregoing Section 7(a) extends to any and all rights granted under Section 1542 of the California Civil Code (“Section 1542”) and any analogous state law or federal law or regulation, and all such rights are hereby expressly, irrevocably and unconditionally waived. Section 1542 reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST ...
Purchaser Release. FOR GOOD AND VALUABLE CONSIDERATION INCLUDING THE PROMISES, AGREEMENTS, COVENANTS, REPRESENTATIONS AND OBLIGATIONS OF SELLER SET FORTH HEREIN, EFFECTIVE AS OF THE CLOSING DATE AND SUBJECT TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EACH OF PURCHASER AND HSOA HEREBY JOINTLY AND SEVERALLY IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES EACH SELLER INDEMNIFIED PARTY FROM AND AGAINST ANY AND ALL CLAIMS, COMPLAINTS, GRIEVANCES, LIABILITIES, OBLIGATIONS, PROMISES AGREEMENTS, DAMAGES, CAUSES OF ACTION, RIGHTS, DEBTS, DEMANDS, CONTROVERSIES, COSTS, LOSSES, DAMAGES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES AND EXPENSES) WHATSOEVER (INCLUDING, WITHOUT LIMITATION, UNDER ANY MUNICIPAL, LOCAL, STATE OR FEDERAL LAW, COMMON OR STATUTORY), WHICH THEY OR ANY OF THEIR SUCCESSORS, ASSIGNS OR OTHER LEGAL REPRESENTATIVES OWNED, HELD, HAD OR CLAIMED TO HAVE HAD OR MAY OWN, HOLD, HAVE OR CLAIM TO HAVE ARISING ON OR PRIOR TO THE DATE OF THIS AGREEMENT. EACH OF PURCHASER AND HSOA UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RELEASE SET FORTH ABOVE MAY BE PLEADED AS A FULL AND COMPLETE DEFENSE AND MAYBE USED AS A BASIS FOR INJUNCTION AGAINST ANY ACTION, SUIT OR OTHER PROCEEDING WHICH MAY BE INSTITUTED, PROSECUTED OR ATTEMPTED IN BREACH OF THE PROVISIONS OF SUCH RELEASE. SIMILARLY, EACH OF PURCHASER AND HSOA AGREES THAT NO FACT, EVENT, CIRCUMSTANCE, EVIDENCE OR TRANSACTION WHICH COULD NOW BE ASSERTED OR WHICH MAY HEREAFTER BE DISCLOSED SHALL AFFECT IN ANY MANNER THE FINAL, ABSOLUTE AND UNCONDITIONAL NATURE OF THE RELEASE SET FORTH ABOVE. THE SELLER INDEMNIFIED PARTIES UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THE RELEASE SET FORTH ABOVE SHALL NOT EXTEND TO OR LIMIT IN ANY MANNER WHATSOEVER ANY RIGHTS OF PURCHASER AND HSOA UNDER THIS AGREEMENT OR ANY CLAIMS OR CAUSES OF ACTION OF PURCHASER AND HSOA THAT MAY ARISE OUT OF OR RELATE TO THIS AGREEMENT.
Purchaser Release. (i) Purchaser, for itself and its Affiliates and all of their respective successors and assigns, hereby irrevocably and absolutely waives its right to recover from, and forever releases and discharges, and covenants not to file or otherwise pursue any Action against, the Seller with respect to any and all Actions, Liabilities, fines, penalties, liens, judgments, losses, injuries, damages, settlement expenses or costs of whatever kind or nature, whether direct or indirect, known or unknown, contingent or otherwise (including any Action brought or threatened or ordered by any Governmental Entity), including attorneys’ and experts’ fees and expenses, and investigation and remediation costs that may arise on account of or in any way be connected with this Agreement, any Purchased Interest or Purchased Entity, or any Property or any portion thereof, including the physical, environmental and structural condition of any Property or any Law applicable thereto, or any other matter arising under Environmental Laws or relating to the use, presence, discharge or release of or exposure to Hazardous Materials, whether before or after the date hereof. Purchaser expressly waives the benefits of any provision or principle of Law or regulation that may limit the scope or effect of the foregoing waiver and release.
(ii) This Section 9.14(b) shall survive the Closing indefinitely. BY INITIALING BELOW, PURCHASER ACKNOWLEDGES THAT (i) THIS SECTION 9.14 HAS BEEN READ AND FULLY UNDERSTOOD, (ii) PURCHASER HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE, AND (iii) PURCHASER HAS ACCEPTED AND AGREED TO THE TERMS SET FORTH IN THIS SECTION 9.14.
Purchaser Release. Effective as of the Closing Date, Purchaser, for itself and on behalf of all of its direct and indirect partners, shareholders, members, officers, directors, employees, affiliates (both persons and entities), representatives, beneficiaries, predecessors in interest, successors in interest, and assigns (the "Releasing Parties"), shall release and forever discharge Seller and all of its direct and indirect partners, members, officers, directors, employees, affiliates (both persons and entities), representatives, beneficiaries, predecessors in interest, successors in interest, and assigns (the "Released Parties"), of and from any and all claims, demands, actions and causes of action whatsoever, in law or equity, whether known or unknown, fixed or contingent, and whether asserted or not, that Releasing Parties may have had, may now have or may hereafter acquire with respect to any matters whatsoever relating to any actions taken or omitted by Released Parties at any time from the beginning of the world through and including the date hereof.
Purchaser Release. In consideration for the releases granted by the Company and ASCRP in favor of the Purchaser pursuant to this Agreement, the Purchaser hereby releases, forgives and discharges any and all claims of whatever nature which it now has or may have against the Company, ASCRP, or any officer, director, shareholder, successor or agent of either of them with respect to the Purchase Agreement.
Purchaser Release. Effective as of the Effective Date, each of XxxXxxx, Masuyama and Purchaser (on its own behalf and on behalf of its Affiliates) (each a “Purchaser Releasor”) hereby releases and forever discharges each of Xxxxx, Parent, the Selling Parties and each of their respective Affiliates, directors, managers, officers, partners, members, employees, shareholders, investors, insurers, benefit plan fiduciaries, subcontractors, agents, attorneys, representatives, and the successors and assigns of each of the foregoing (each a “Purchaser Releasee”) from any and all Liabilities which each Purchaser Releasor has, had, or may hereafter have against each Purchaser Releasee arising contemporaneously with or prior to the Effective Date; provided, however, that nothing contained herein shall operate to release any obligations or Liabilities of any Purchaser Releasee arising under or from (a) this Agreement; (b) any agreement, instrument or document given pursuant to or in connection with this Agreement (including the Transaction Documents); or (c) any Purchaser Party Releasee’s commission or acts of fraud, embezzlement, theft or criminal misconduct. Effective as of the Effective Date, each Purchaser Releasor hereby covenants to refrain from, directly or indirectly, asserting any Claim, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Purchaser Releasee involving any matter covered by the release provided for in this Section 7.1. Purchaser agrees to indemnify and hold harmless each Purchaser Releasee of and from any and all Claims (and the reasonable fees and disbursements of counsel in connection therewith) by any Purchaser Releasor involving any matter covered by the release provided for in this Section 7.1.
Purchaser Release. Except for the obligations arising under this ------------------ Agreement, Purchaser, with full understanding of the contents and legal effect of this Agreement, on behalf of itself and on behalf of its subsidiaries, shareholders, directors, officers, members, employees, agents, attorneys, insurers, and any of its predecessors, successors-in-interest, and assigns ("AFFILIATES") hereby irrevocably and unconditionally releases and discharges the Company and Acquisition Sub and their Affiliates from any and all actions, causes of action, claims, obligations, fees, expenses, costs, attorneys' fees, damages, losses, liabilities and demands, of whatever character, including, without limiting the generality of the foregoing, actions arising from contract, tort, and bankruptcy, and any other claims of any nature or kind which are or could have been asserted with respect to, or in any way arise out of or are related to, the Merger Agreement and the Transactions.
Purchaser Release. Each Purchaser hereby releases, discharges, and covenants not to xxx any of the Company Releasees (other than Xxxxxx) from and with respect to any and all actions, causes of action, suits, liabilities, claims, and demands relating to the representations and warranties made by Xxxxxx to such Purchaser under Section 2 of the Purchase and Sale Agreement, whether known or unknown. Each Purchaser acknowledges that it may hereafter discover claims or facts in addition to or different from those which it now knows or believes to exist with respect to the subject matter of this Section 1(c) and which, if known or suspected at the time of executing this Agreement, may have materially affected this Agreement. Nevertheless, each Purchaser hereby waives any right, claim, or cause of action that might arise as a result of such different or additional claims or facts. The foregoing release and discharge does not restrict or apply, however, to any other actions, causes of action, suits, liabilities, claims and demands, whether known or unknown by, between or among any party hereto.
Purchaser Release. The Purchaser, on behalf of itself and its representatives, agents, attorneys, employees, shareholders, officers, directors, subsidiaries, parent companies, Affiliates, partners, successors and assigns, for and in consideration of good and valuable consideration and the mutual promises provided for herein, hereby releases and forever discharges from and after the Closing the Seller, and its respective representatives, agents, attorneys, employees, shareholders, officers, directors, subsidiaries, parent companies, Affiliates, partners, successors and assigns (the "Seller Releasees") of and from any and all manner of action or actions, causes of action, suits, debts, dues, sums of money, accounts, losses, costs or expenses (including legal costs and expenses), liability, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands, of any nature whatsoever, whether known or unknown, fixed or contingent, directly on their behalf, derivatively or in any other capacity, against the Seller Releasees arising from or relating to Seller's ownership of the Percentage Interest or the business, operations, management, governance or any other matter related to the Company, MagtiCom or their subsidiaries, other than any claims that the Purchaser may have resulting from or arising out of this Agreement.
