Common use of Purchaser Release Clause in Contracts

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. Effective upon as of the receipt by the Company of the full amount of the Settlement PaymentExpenses at the account set forth in Exhibit B hereto, each of Parent and Merger SubPurchaser, 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, parentsmanaging directors, Subsidiaries, Affiliates, shareholderspartners (including limited partners), managers, vendors and any principals, members, employees, 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 Company Related Parties General Partner, their parents, subsidiaries and affiliates and their respective former, current or future officers, directors, officersmanaging directors, employeesmanagers, principals, members, managers, partners, shareholders, employees and attorneys and other advisors and agents or Representatives, advisors, attorneys, accountants, insurers(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 “Transaction Pre-Signing Matters”), the Equity Commitment Letter, the Limited Guarantee, the Debt Commitment Letter, the Voting 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 (x) this Agreement or any agreement among any of the parties hereto entered into subsequent to the execution of this Agreement, the Investment Agreement, the Promissory Note or the transactions contemplated hereby or thereby 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 (ya “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 Confidentiality Agreementssubject 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 Except for (i) Fraud, (ii) any rights or obligations under this Agreement or any of the other Transaction Agreements, and (iii) any rights of Holdings or the Acquired Companies with regard to the reimbursement of advanced expenses under (A) the Organizational Documents of Holdings or any of the Acquired Companies in effect on the date of this Agreement or (B) any Indemnity Agreement, effective upon the receipt by Closing, Purchaser, Holdings and 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 lawCompany, on behalf of its formeritself and the Acquired Companies and any of their Affiliates (in their respective capacity as such), current or future predecessors, successors, assigns, officers, directors, employees, agents, representatives, parents, Subsidiaries, Affiliates, shareholders, managers, vendors partners and employees or any predecessor entities, heirs, executors, administrators, successors of their respective heirs or executors and assigns of any said person other Persons that have or entity, and any other person claiming (now or in hereafter could potentially derive rights through them (collectively, the future) through or on behalf of any of said person or entities (“Purchaser Releasing Parties”), hereby unequivocallyirrevocably, fully knowingly and irrevocably releases voluntarily releases, discharges and discharges the Company, the Company Related Parties forever waives 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 relinquishes all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of action, countsdemands, obligations, sums Liabilities, defenses, affirmative defenses, setoffs, counterclaims, Actions and causes of money due, attorneys’ fees, suits, debts, covenants, agreements, promises, demands, damages and charges action of whatever kind or nature, whether known or unknown, in law which any of the Purchaser Releasing Parties has, might have or might assert now or in equitythe future, asserted against each Holder, on behalf of himself, herself or itself and his, her or its Affiliates (in each of his, her or its Affiliate’s capacity as such), predecessors, successors, assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors and other Persons that have or now or hereafter could have been assertedpotentially derive rights through him, under federal her or state statuteit (collectively, or common law or the laws of any other relevant jurisdiction“Purchaser Released Parties”), arising from or out of, based uponupon or resulting from any Contract, in connection with transaction, event, circumstance, action, failure to act or otherwise relating in occurrence of any way sort or type, whether known or unknown, and which occurred, existed or was taken or permitted at or prior to the Merger Agreement (includingClosing, for solely with respect to the avoidance ownership of doubtHoldings and the Company and the ownership, operation and management of Holdings and the negotiation thereof Acquired Companies. Purchaser, Holdings and all due diligence activities the Company shall, and other actions shall cause the Purchaser Releasing Parties to, refrain from, directly or activities undertaken in connection therewithindirectly, 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 asserting any claim relating or demand, or commencing, instituting or causing to the termination be commenced any legal proceeding, of the Merger Agreement (the “any kind against a Purchaser Released Claims”Party based upon any matter released pursuant to this Section 12.2(a); provided, that, for . This Section 12.2(a) shall not be terminated or modified in such a manner as to adversely affect any beneficiary of this Section 12.2(a) without the avoidance express written consent of doubt, nothing contained in such affected beneficiary (it being expressly agreed that the beneficiaries of this Agreement Section 12.2(a) shall be deemed to release any third-party hereto from its obligations under (x) beneficiaries of this Agreement, the Investment Agreement, the Promissory Note or the transactions contemplated hereby or thereby or (y) the Confidentiality AgreementsSection 12.2(a)).