Common use of Purchaser Release Clause in Contracts

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) relating to the Unitholder Litigations (as defined herein), and including any acts, omissions, disclosures or communications (including with respect to any actual or omitted public disclosures) related to the Merger Agreement (including, for the avoidance of doubt, the Pre-Signing Matters), the Confidentiality Agreement, the Equity Commitment Letter, the Limited Guarantee, the Employment Agreements or the transactions or payments contemplated by any of the foregoing, or to Losses 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) relating to the Unitholder Litigations (including press releases, public filings, and the solicitation of proxies) (the “Purchaser Released Claims”); provided, however that nothing contained in this Agreement shall be deemed to release the Company from its obligations to pay to Parent (or as otherwise directed by Parent) the Breakup Fee pursuant to Section 7.03(b)(i) of the Merger Agreement or otherwise, it being acknowledged that the Expenses paid hereunder shall reduce the amount of any Breakup Fee payable as provided in the Merger Agreement (without regard to the requirement that any such Expenses be paid pursuant to the Merger Agreement); and provided that, for the avoidance of doubt, nothing contained in this Agreement shall be deemed to release any party hereto from its obligations under this Agreement or any agreement among any of the parties hereto entered into subsequent to the execution of this Agreement, or the transactions contemplated hereby or thereby. For the avoidance of doubt, in the event that any claim is asserted against any of the Purchaser Releasing Parties by any party before any court, arbitrator or other tribunal in any jurisdiction that concerns the subject matter of any of the Purchaser Released Claims (a “Third Party Claim”), nothing in this Agreement shall prevent any such Purchaser Releasing Party from impleading or asserting any claim for contribution or indemnification against any Company Released Person with respect to such Third Party Claim. In the event that any claim asserted against any of the Purchaser Releasing Parties by any Company Released Person before any court, arbitrator or other tribunal in any jurisdiction (whether as a claim, a cross claim, or counterclaim) that concerns the subject matter of any of the Released Claims (as defined below) is not barred by Section 5.4 of this Agreement, this Agreement shall not prevent any such Purchaser Releasing Party from asserting any Released Claim against such Company Released Person.

Purchaser Release. Effective as of upon the receipt by the Company of the full amount of the Expenses at the account set forth in Exhibit B heretoSettlement Payment, each Purchaserof Parent and Merger Sub, 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, employees, agents, representatives, managing directorsparents, partners (including limited partners)Subsidiaries, Affiliates, shareholders, managers, principals, members, employees, vendors and any predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity 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 General Partner, their parents, subsidiaries and affiliates Company Related Parties and their respective former, current or future directors, officers, directorsemployees, managing directorsmembers, managers, principalspartners, membersshareholders, employees and attorneys and other advisors and agents (including financial and legal advisors and debt and equity financing sources)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 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 Transaction Matters”), the Equity Commitment Letter, the Limited Guarantee, the Employment 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, 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) relating to the Unitholder Litigations (as defined herein), and including any acts, omissions, disclosures or communications (including with respect to any actual or omitted public disclosures) related to the Merger Agreement (including, for the avoidance of doubt, the Pre-Signing Matters), the Confidentiality Agreement, the Equity Commitment Letter, the Limited Guarantee, the Employment Agreements or the transactions or payments contemplated by any of the foregoing, or to Losses 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) relating to the Unitholder Litigations (including press releases, public filings, and the solicitation of proxies) (the “Purchaser Released Claims”); provided, however that nothing contained in this Agreement shall be deemed to release the Company from its obligations to pay to Parent (or as otherwise directed by Parent) the Breakup Fee pursuant to Section 7.03(b)(i) of the Merger Agreement or otherwise, it being acknowledged that the Expenses paid hereunder shall reduce the amount of any Breakup Fee payable as provided in the Merger Agreement (without regard to the requirement that any such Expenses be paid pursuant to the Merger Agreement); and provided that, for the avoidance of doubt, nothing contained in this Agreement shall be deemed to release any party hereto from its obligations under this Agreement or any agreement among any of the parties hereto entered into subsequent to the execution of (x) this Agreement, the Investment Agreement, the Promissory Note or the transactions contemplated hereby or thereby. For thereby or (y) the avoidance of doubt, in the event that any claim is asserted against any of the Purchaser Releasing Parties by any party before any court, arbitrator or other tribunal in any jurisdiction that concerns the subject matter of any of the Purchaser Released Claims (a “Third Party Claim”), nothing in this Agreement shall prevent any such Purchaser Releasing Party from impleading or asserting any claim for contribution or indemnification against any Company Released Person with respect to such Third Party Claim. In the event that any claim asserted against any of the Purchaser Releasing Parties by any Company Released Person before any court, arbitrator or other tribunal in any jurisdiction (whether as a claim, a cross claim, or counterclaim) that concerns the subject matter of any of the Released Claims (as defined below) is not barred by Section 5.4 of this Agreement, this Agreement shall not prevent any such Purchaser Releasing Party from asserting any Released Claim against such Company Released PersonConfidentiality Agreements.

Purchaser Release. Effective as In consideration of the receipt covenants, agreements and undertakings of the full amount Parties under this Agreement, effective upon the payment by the Company of the Expenses at Refunded Amount and return by the account set forth in Exhibit B heretoPurchasers of their respective Shares, each concurrently with the execution of this Agreement, each Purchaser, for itself and, to the maximum extent permitted by law, on behalf of its Controlled Affiliates (as defined herein) itself and its respective present and their formerformer parents, current or future subsidiaries, affiliates, officers, directors, shareholders, members, successors, and assigns (collectively, “Purchaser Releasors”) hereby releases, waives, and forever discharges the Company, the Xxxxxxx Trust, and each of their respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, representatives, managing directorspermitted successors, partners (including limited partners), managers, principals, members, employees, predecessor entities, heirs, executors, administrators, successors and permitted 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 PersonsReleasees”), ) of and from any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of action, countssuits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, sums of money duecosts, attorneys’ feesexpenses, suitsliens, debtsbonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, damages of every kind and charges of whatever kind or naturenature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or in equitylaw, asserted or that could have been asserted, under federal or state statuteadmiralty, 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 equity (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 MattersClaims”), the Equity Commitment Letter, the Limited Guarantee, the Employment Agreements or the transactions or payments contemplated by which any of such Purchaser Releasors ever had, now have, or hereafter can, shall, or may have against any of such Company Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the foregoing, including any claim date of the Original Transaction through the date of this Agreement arising out of or relating to the termination of Original Transaction, the Merger Transaction Documents and this Agreement, or to Losses (as defined herein) incurred by the Purchaser Releasing Parties on or prior to the date hereof (including expenses except for any Claims relating to the period on rights and obligations preserved by, created by or prior to the date hereof without regard to the date of invoice) relating to the Unitholder Litigations (as defined herein), and including any acts, omissions, disclosures or communications (including with respect to any actual or omitted public disclosures) related to the Merger Agreement (including, for the avoidance of doubt, the Pre-Signing Matters), the Confidentiality Agreement, the Equity Commitment Letter, the Limited Guarantee, the Employment Agreements or the transactions or payments contemplated by any of the foregoing, or to Losses 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) relating to the Unitholder Litigations (including press releases, public filings, and the solicitation of proxies) (the “Purchaser Released Claims”); provided, however that nothing contained in this Agreement shall be deemed to release the Company from its obligations to pay to Parent (or as otherwise directed by Parent) the Breakup Fee pursuant to Section 7.03(b)(i) of the Merger Agreement or otherwise, it being acknowledged that the Expenses paid hereunder shall reduce the amount of any Breakup Fee payable as provided in the Merger Agreement (without regard to the requirement that any such Expenses be paid pursuant to the Merger Agreement); and provided that, for the avoidance of doubt, nothing contained in this Agreement shall be deemed to release any party hereto from its obligations under this Agreement or any agreement among any of the parties hereto entered into subsequent to the execution arising out of this Agreement, or the transactions contemplated hereby or thereby. For the avoidance of doubt, in the event that any claim is asserted against any of the Purchaser Releasing Parties by any party before any court, arbitrator or other tribunal in any jurisdiction that concerns the subject matter of any of the Purchaser Released Claims (a “Third Party Claim”), nothing in this Agreement shall prevent any such Purchaser Releasing Party from impleading or asserting any claim for contribution or indemnification against any Company Released Person with respect to such Third Party Claim. In the event that any claim asserted against any of the Purchaser Releasing Parties by any Company Released Person before any court, arbitrator or other tribunal in any jurisdiction (whether as a claim, a cross claim, or counterclaim) that concerns the subject matter of any of the Released Claims (as defined below) is not barred by Section 5.4 of this Agreement, this Agreement shall not prevent any such Purchaser Releasing Party from asserting any Released Claim against such Company Released Person.