Purchaser Release. Effective as of the receipt of the full amount of the Expenses at the account set forth in Exhibit B hereto, each Purchaser, for itself and, to the maximum extent permitted by law, on behalf of its Controlled Affiliates (as defined herein) and its and their former, current or future officers, directors, agents, representatives, managing directors, partners (including limited partners), managers, principals, members, employees, 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 entities (“Purchaser Releasing Parties”), hereby unequivocally, fully and irrevocably releases and discharges the Company, the General Partner, their parents, subsidiaries and affiliates and their respective former, current or future officers, directors, managing directors, managers, principals, members, employees and attorneys and other advisors and agents (including financial and legal advisors and debt and equity financing sources), 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 Confidentiality Agreement (as defined herein), 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 “Pre-Signing Matters”), the Equity Commitment Letter, the Limited Guarantee, the Employment Agreements or the transactions or payments contemplated by any of the foregoing, including any claim relating to the termination of the Merger Agreement, or to Losses (as defined herein) incurred by the Purchaser Releasing Parties on or prior to the date hereof (including expenses relating to the period on or prior to the date hereof without regard to the date of invoice) relatin...
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.
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, any Seller Party 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.
Purchaser Release. (i) Subject to Section 8.5(b)(ii), as of the Effective Time, Purchaser hereby forever fully and irrevocably releases and discharges Seller and its predecessors and successors (collectively, the “Seller Released Parties”) from any and all Proceedings, Orders or Liabilities of any kind and nature whatsoever in law or equity, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to Seller’s operation or management of the Service Entities, any breach of fiduciary duty owed to USGP, Company or any Service Entity or Seller’s ownership of equity in USGP, Company, or the Service Entities, which Purchaser can, shall or may have against the Seller Released Parties, whether known or unknown, suspected or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “Seller Released Claims”), and hereby irrevocably agrees to refrain from asserting any Proceeding of any kind before any Governmental Authority against any Seller Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 8.5(b)(i), “Seller Released Claims” does not include, and the provisions of this Section 8.5(b)(i) shall not release or otherwise diminish, the obligations of Seller expressly set forth in any provisions of this Agreement or the other Transaction Documents.
Purchaser Release. Except as contemplated by Article VII or in the case of Actual Fraud, from and after the Closing, Purchaser agrees, on behalf of itself, its subsidiaries and its Affiliates (and, from and after the Closing, shall cause, and shall be deemed through execution of this Agreement to have caused, the Acquired Companies, their respective subsidiaries and Affiliates to agree), that none of Seller, their Affiliates, their current or former officers and directors or any of their respective Representatives, whether in any individual, corporate, or any other capacity (the “Seller Released Parties”) shall have any liability or responsibility to Purchaser nor any of the Acquired Companies for (and Purchaser hereby unconditionally irrevocably waives, acquits, remises, discharges and forever releases, on behalf of itself and its Affiliates (and from and after the Closing shall cause, and shall be deemed through execution of this Agreement to have caused, the Acquired Companies to unconditionally irrevocably waive, acquit, remise, discharge and forever release), Seller Released Parties from) any and all obligations or Liabilities of any kind or nature whatsoever whether in the capacity as an equityholder of the Acquired Companies or otherwise, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, matured or unmatured or determined or determinable, and whether arising under any Law, contract, agreement, arrangement, commitment, undertaking or understanding, whether written or oral or otherwise at Law or in equity: (a) arising out of, or relating to, the organization, management or operation of the businesses of the Acquired Companies relating to any matter, occurrence, action or activity on or prior to the Closing Date, (b) relating to this Agreement and the transactions contemplated hereby, except, in the case of Seller, for covenants and agreements which contemplate performance after the Closing or otherwise expressly by their terms survive the Closing, each of which will survive in accordance with its terms, (c) arising out of or due to any inaccuracy or 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 Transaction Document or certificate contemplated hereby and delivered in connection herewith, except, in the case of Seller, with respect to the covenants and agreements which contemplate performance after the C...
Purchaser Release. Prior to the Closing, the Purchasers, the Companies and their respective Affiliates (other than Parent, the Seller and their Affiliates other than the Companies) shall release and discharge, effective as of the Closing, each of Parent, the Seller and their Affiliates other than the Companies, substantially in the form of Exhibit 5.13 (the “Purchaser Release”).
Purchaser Release. Effective upon the Closing, Purchaser, for itself, its Subsidiaries and their respective Affiliates, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges the Seller Parties from any and all claims, charges, complaints, causes of action, damages, agreements and liabilities of any kind or nature whatsoever (“Purchaser Released Claims”), whether known or unknown and whether at Law or in equity, arising from conduct occurring on or prior to the Closing Date, including any Purchaser Released Claims relating to or arising out of the ownership of the Acquired Interests or Incentive Plan Units by certain of the Seller Parties on or prior to the Closing Date; provided that nothing contained in this Section 10.04 shall operate to release any obligation of Seller arising under this Agreement or constitute a waiver of any claims that Purchaser may bring or have pursuant to Section 1.05 or for indemnification from the Escrow Account under Article VIII of this Agreement.
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. 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.
