Common use of Release by Buyer Clause in Contracts

Release by Buyer. (a) Effective upon Closing, except for claims with respect to this Agreement or any other Transaction Document (including unrelated claims of fraud) (the “Buyer Retained Claims”), Buyer, on behalf of itself and each of its affiliates and each of its and their respective current and former equity holders, members, partners, directors, managers, officers, employees, advisors (including legal and financial advisors), successors and assigns (collectively, the “Buyer Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges the Seller, its subsidiaries and its affiliates and each of their respective current and former equity holders, members, partners, directors, managers, officers, employees, advisors (including legal and financial advisors), lenders, successors and assigns (collectively, the “Current Seller Released Parties”) of and from any and all Actions, Liabilities, Contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity which the Buyer Releasing Parties may have against each of the Current Seller Released Parties, now or in the future, in each case in respect of any cause, matter or thing based upon facts, circumstances, occurrences or omissions existing, occurring or arising on or prior to the Closing, except for any liabilities or obligations of the Seller under this Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement. The provisions of this section are intended to benefit the Current Seller Released Parties and all such Current Seller Released Parties shall have the right to enforce such provisions of this Agreement. (b) Except for matters that have been finally settled or resolved and from which no further appeal can be taken, as of June 30, 2024: (i) there are no Actions by or on behalf of any third party pending or threatened against Wheels and its affiliates where (a) the claim or probable damages exceed ten million thirty four thousand dollars ($10,034,000.00) and (b) the claim or possible damages exceed three million fifty thousand dollars ($3,050,000.00) except as set forth in Schedule 4.07 (the “Existing Claims”), and (ii) there are no Actions by or before any Governmental Authority where Wheels and its affiliates is a party or named as subject to, and no officer, director or employee of Wheels is a party or is named as subject to, the provisions of any material order, writ, injunction, judgment, ruling, subpoena, verdict, arbitration, decision, assessment, award or decree of any Governmental Authority or any arbitrator. (c) Effective upon Closing, the Buyer agrees to assume all Existing Claims and Future Claims related to Wheels and its affiliates (collectively, the “Assumed Claims”). The Seller agrees that prior to Closing, it will afford the Buyer a reasonable opportunity to perform a diligent review of the nature and potential Liability of such Existing Claims and Assumed Claims that been disclosed in a form reasonably acceptable to the Buyer. The Buyer, on behalf of itself and its affiliates, successors, and assigns, hereby irrevocably and unconditionally agrees not to seek, assert, or bring any claims, actions, suits, or demands (whether at law, in equity, or otherwise) against the Seller or its affiliates, successors, and assigns arising out of or relating to the Assumed Claims.

Release by Buyer. (a) Effective upon ClosingExcept for Seller's breach of any of the representations and warranties expressly made by Seller in this Agreement, subject to the qualifications set forth in this Agreement or in the Deed and except for claims with respect to that by the express terms of this Agreement or any other Transaction Document (including unrelated claims of fraud) (the “Buyer Retained Claims”)survive Closing, Buyer, on behalf of itself and each its successors and assigns respecting the Property (including every natural person, firm, association, organization, partnership, business trust, corporation, limited partnership, public entity or other form of its affiliates entity (collectively, "Persons") who at any time after the Closing owns, occupies or possesses any portion of the Property) (collectively, "Releasors"), does hereby, on and each as of its the Closing Date to the maximum extent permitted by law, waive, release and their respective current forever discharge Seller, and former equity holdersall members, membersmanagers, shareholders, directors, officers, partners, directors, managers, officerssuccessors, employees, advisors (including legal accountants, attorneys, agents and financial advisors), successors and assigns representatives of Seller (collectively, the “Buyer Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges the Seller, its subsidiaries and its affiliates and each of their respective current and former equity holders, members, partners, directors, managers, officers, employees, advisors (including legal and financial advisors), lenders, successors and assigns (collectively, the “Current Seller Released Parties”"Releasees") of and from any and all Actionsclaims, Liabilitiesactions, Contracts causes of action, demands, liabilities, damages, costs, expenses, or compensation whatsoever, whether direct or indirect, known or unknown, foreseeable or unforeseeable (including, but not limited to, any economic damages, damages to or destruction of property, personal injuries and covenants injury to or death of any person) which: (whether express or implied)a) any Releasor may have at the Closing on account of, and claims and demands whatsoever whether in law or in equity which any way arising out of, or connected with, the Buyer Releasing Parties may have against each Property or any portion of the Current Seller Released Parties, now Property; or in the future, in each case in respect of any cause, matter or thing based upon facts, circumstances, occurrences or omissions existing, occurring or arising on or prior to the Closing, except for any liabilities or obligations of the Seller under this Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement. The provisions of this section are intended to benefit the Current Seller Released Parties and all such Current Seller Released Parties shall have the right to enforce such provisions of this Agreement. (b) Except for matters that have been finally settled which may arise after the Closing on account of, or resolved and from which no further appeal can be takenin any way arising out of, as of June 30, 2024: (i) there are no Actions by or on behalf of any third party pending or threatened against Wheels and its affiliates where (a) the claim or probable damages exceed ten million thirty four thousand dollars ($10,034,000.00) and (b) the claim or possible damages exceed three million fifty thousand dollars ($3,050,000.00) except as set forth in Schedule 4.07 (the “Existing Claims”), and (ii) there are no Actions by or before any Governmental Authority where Wheels and its affiliates is a party or named as subject to, and no officer, director or employee of Wheels is a party or is named as subject toconnected with, the provisions of any material ordercondition, writvalue, injunction, judgment, ruling, subpoena, verdict, arbitration, decision, assessment, award or decree of any Governmental Authority or any arbitrator. (c) Effective upon Closing, the Buyer agrees to assume all Existing Claims and Future Claims related to Wheels and its affiliates (collectively, the “Assumed Claims”). The Seller agrees that prior to Closing, it will afford the Buyer a reasonable opportunity to perform a diligent review title and/or feasibility for Seller's purposes of the nature and potential Liability of such Existing Claims and Assumed Claims that been disclosed in a form reasonably acceptable to the BuyerProperty. The Buyer, on behalf of itself and its affiliatesall Releasors, successorswaives all rights, benefits and assignsprotections, hereby irrevocably except in the event and unconditionally agrees not to seek, assert, or bring any claims, actions, suits, or demands (whether at law, in equity, or otherwise) against the Seller or its affiliates, successors, and assigns arising out of or relating to the Assumed Claimsextent of any intentional or willful non-disclosure of material facts concerning the Property by Seller, Buyer, on behalf of itself and all Releasors, waives all rights, benefits and protections of California Civil Code Section 1542 and all similar law. "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." Buyer acknowledges that Buyer is represented by counsel of its choosing and that Buyer understands the significance of executing this Agreement and the general release of claims set forth above. _____________________ Buyer's Initials

Release by Buyer. Buyer, on its own behalf, and on behalf of its respective heirs, beneficiaries, legal and personal representatives, successors, assigns and affiliates (a) Effective upon Closingcollectively, except for claims with respect to this Agreement or any other Transaction Document (including unrelated claims of fraud) (the “Buyer Retained ClaimsDCA Parties”), Buyerhereby fully releases, on behalf of itself remises, acquits and discharges forever, irrevocably and unconditionally, Sellers and each of its affiliates their parents, subsidiaries, divisions, affiliates, predecessors, successors and each of its assigns, and their respective current present and former equity holdersdirectors, officers, shareholders, members, partners, directors, managers, officers, employees, advisors (including legal and financial advisors)agents, successors attorneys, representatives, insurers, successors, beneficiaries, heirs and assigns (collectively, the “Buyer Releasing Seller Releasees”) from, against and with respect to any and all Claims which Buyer, any of the DCA Parties”), hereby irrevocably and unconditionally releases and forever discharges the Sellertheir respective successors, its subsidiaries and its affiliates and each assigns, or anyone claiming through or under Buyer or any of the DCA Parties, ever had or now has, against the Seller Releasees for or by reason of any matter, cause or thing whatsoever arising out of, or relating to, the Acquired Assets or the Business; except, that, this Release will not be construed to release the Seller Releasees from (i) any of their respective current and former equity holders, members, partners, directors, managers, officers, employees, advisors (including legal and financial advisors), lenders, successors and assigns (collectively, obligations under the “Current Seller Released Parties”) of and from any and all Actions, Liabilities, Contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity which the Buyer Releasing Parties may have against each of the Current Seller Released Parties, now or in the future, in each case in respect of any cause, matter or thing based upon facts, circumstances, occurrences or omissions existing, occurring or arising on or prior to the Closing, except for any liabilities or obligations of the Seller under this Purchase Agreement or any of the other agreement entered into Acquisition Agreements, (ii) any of their respective obligations with respect to the BB&T Debt, except to the extent that Buyer credit-bids some or all of the amounts thereunder in connection with the transactions sale process contemplated by this the Purchase Agreement. The provisions of this section are intended , and further provided that the BB&T Debt will be subordinated to benefit allowed general unsecured claims in the Current Seller Released Parties and all such Current Seller Released Parties shall have the right to enforce such provisions of this Agreement. (b) Except for matters that have been finally settled or resolved and from which no further appeal can be taken, as of June 30, 2024: (i) there are no Actions by or on behalf of any third party pending or threatened against Wheels and its affiliates where (a) the claim or probable damages exceed ten million thirty four thousand dollars ($10,034,000.00) and (b) the claim or possible damages exceed three million fifty thousand dollars ($3,050,000.00) except as set forth in Schedule 4.07 (the “Existing Claims”)Seller’s Bankruptcy Case, and (iiiii) there are no Actions any of their respective obligations as guarantors with respect to the BB&T Debt purchased by Buyer, except to the extent that Buyer credit-bids some or before any Governmental Authority where Wheels and its affiliates is a party or named as subject to, and no officer, director or employee of Wheels is a party or is named as subject to, the provisions of any material order, writ, injunction, judgment, ruling, subpoena, verdict, arbitration, decision, assessment, award or decree of any Governmental Authority or any arbitrator. (c) Effective upon Closing, the Buyer agrees to assume all Existing Claims and Future Claims related to Wheels and its affiliates (collectively, the “Assumed Claims”). The Seller agrees that prior to Closing, it will afford the Buyer a reasonable opportunity to perform a diligent review of the nature and potential Liability of such Existing Claims and Assumed Claims that been disclosed in a form reasonably acceptable to the Buyer. The Buyer, on behalf of itself and its affiliates, successors, and assigns, hereby irrevocably and unconditionally agrees not to seek, assert, or bring any claims, actions, suits, or demands (whether at law, in equity, or otherwise) against the Seller or its affiliates, successors, and assigns arising out of or relating to the Assumed Claimsamounts related thereto.

Release by Buyer. (a) Effective upon Closing, except for claims with respect to this Agreement or any other Transaction Document (including unrelated claims of fraud) (the “Buyer Retained Claims”), 6.1 Buyer, on behalf of itself for itself, and each of its affiliates successors and each of assigns, and its and their respective current present and former equity holders, members, partnersofficers, directors, managers, officers, employees, advisors attorneys, agents, and other representatives, and any Person claiming by or through any of the foregoing, (including legal and financial advisors), successors and assigns (collectively, the “Buyer Releasing Parties”), do hereby irrevocably and unconditionally releases remise, release, acquit, waive and forever discharges discharge the Seller, its subsidiaries and its affiliates Seller Parties and each of their respective current direct and former equity holdersindirect past, members, partnerspresent and future shareholders, directors, managersagents, employees, officers, employeesrepresentatives, advisors (including legal heirs, executors, administrators, attorneys, and financial advisors), lenders, the respective successors and assigns assigns, thereof, including without limitation Seller, Xxxxxxx Xxxxxxx 2012 Irrevocable Trust Number One, Xxxxxxx Xxxxxxx 2012 Irrevocable Trust Number Two, Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx and their heirs, assigns, successors, beneficiaries and trustees (collectively, the “Current Seller Released Parties”) of ), of, from and from against any and all Actionsclaims, Liabilitiescovenants, Contracts contracts, fees, demands, debts, obligations, costs, liabilities, promises, remedies, duties, agreements (including without limitation the Existing APA and covenants (whether express or impliedthe TSA), warranties, representations, indemnification obligations, claims or rights, damages of all type, including consequential damages, rights and claims rights of action, actions and demands whatsoever causes of action, whatsoever, of every kind or nature, whether in law or in equity which equity, or whether in tort (including, without limitation, negligent misrepresentation, failure to disclose or similar statutory claims in connection with or relating to Key Customer Contracts) or in contract, pursuant to statute or law, actual or contingent, suspected or unsuspected, claimed or unclaimed, liquidated or unliquidated, accrued or unaccrued, contingent or vested, known or unknown, that any or all of the Buyer Releasing Parties now have, ever had or may have in the future against each any or all of the Current Seller Released Parties, now arising from the beginning of time through and including the Amendment Effective Date (the “Released Claims”); provided, however, that Released Claims shall not include any claims for (a) fraud or intentional misrepresentation with respect to matters other than termination of a Key Customer Contract; (b) any alleged breaches or alleged failure of any Seller Party to comply with any covenants or obligations under Sections 8.1, 8.2 and 8.3 of the Existing APA; (c) claims related to Section 4.4 of the Existing APA (Net Working Capital Adjustment); (d) any Taxes imposed upon one or more of the Seller Parties or the pre-closing operation of the Business, except to the extent such Taxes are included in the Net Working Capital; or (e) any action or failure to act, in whole or in the futurepart, in each case in respect of any cause, matter or thing based upon facts, circumstances, occurrences or omissions existing, occurring or arising on or prior to the ClosingClosing Date, except for with respect to any liabilities or obligations of Benefit Plan maintained by the Seller under that is a group health plan, to the extent the Buyer assumes the sponsorship of, and/or any insurance policies funding, such Employee Benefit Plan. Except as set forth in Sections 6.1(a) through (e), this Agreement or is a full and general release of any other agreement entered into in connection with the transactions contemplated by this Agreement. The provisions of this section are intended to benefit the Current Seller Released Parties and all such Current Seller claims by the Releasing Parties against the Released Parties shall have the right to enforce such provisions of this AgreementParties. (b) Except for matters 6.2 For the avoidance of doubt, Buyer acknowledges that have been finally settled or resolved and from which no further appeal can be taken, as of June 30, 2024: (i) there are no Actions by or on behalf of any third party pending or threatened against Wheels and its affiliates where (a) termination of any Key Customer Contract (and any contract related thereto) was not the claim result of and does not constitute fraud or probable damages exceed ten million thirty four thousand dollars ($10,034,000.00) intentional misrepresentation on the part of any Seller Party, and (b) the claim loss of any current customer contract related to the Business does not in and of itself constitute fraud or possible damages exceed three million fifty thousand dollars intentional misrepresentation by a Seller Party. 6.3 Buyer acknowledges and agrees that except for claims related to (a) fraud or intentional misrepresentation and (b) any alleged breaches or alleged failure of any Seller Party to comply with Section 8.1, Section 8.2 or Section 8.3 of the Existing APA, the Released Parties shall have no liability with respect to any claims by Buyer for the claims referenced in Sections 6.1(a) through (e) until the total of all Damages with respect to such claims exceeds an amount equal to Five Million Five Hundred Thousand Dollars ($3,050,000.005,500,000). 6.4 Each of the Releasing Parties further agrees and covenants that it, she and/or he will not (a) except as set forth in Schedule 4.07 (assert, institute or tender any claim, controversy, demand, suit or action against any of the “Existing Claims”), and (ii) there are no Actions by or before Released Parties with respect to any Governmental Authority where Wheels and its affiliates is a party or named as subject to, and no officer, director or employee of Wheels is a party or is named as subject toReleased Claim, the provisions terms of this Amendment being a complete and express waiver and release of any material ordersuch claim and acting as a complete bar and defense to same; (b) join, writassist, injunction, judgment, ruling, subpoena, verdict, arbitration, decision, assessment, award aid or decree act in concert in any manner whatsoever with any other Person in the making or assertion of any Governmental Authority Released Claim or demand or in the bringing of any arbitrator. proceeding or action in any manner whatsoever against the Released Parties, in relation to any of the Released Claims; or (c) Effective upon Closing, the Buyer agrees make or assert any Released Claim or to assume all Existing Claims and Future Claims related to Wheels and its affiliates (collectively, the “Assumed Claims”). The Seller agrees that prior to Closing, it will afford the Buyer a reasonable opportunity to perform a diligent review take any proceedings in respect of the nature causes, matters, things and potential Liability Released Claims hereby released against any other Person who might claim contribution, indemnity or declaratory or other relief from the Released Parties. 6.5 Each of such Existing Claims the Releasing Parties represents and Assumed Claims warrants that been disclosed it, she and/or he has not assigned, conveyed or otherwise transferred to any Person any Released Claim or any rights in a form reasonably acceptable or to any Released Claim. 6.6 The parties acknowledge and agree that in the Buyer. The Buyer, on behalf of itself and its affiliates, successors, and assigns, hereby irrevocably and unconditionally agrees not to seek, assert, or bring event any claims, actions, suits, or demands (whether at law, in equity, or otherwise) against the Seller or its affiliates, successors, and assigns claim is brought by either party for claims arising out of the Existing APA or relating for alleged breaches of this Amendment, the prevailing party shall be entitled to recoup its reasonable attorneys’ fees and other professionals’ fees and all costs of litigation incurred by such party. 6.7 Buyer represents and warrants that it is fully authorized by each of the Assumed ClaimsReleasing Parties to grant the releases herein and otherwise enter into this Article VI.

Release by Buyer. In consideration for the release of claims by Sellers and each of the PMG Companies set forth in Section 3(a) above, Buyer, for itself and for each of the current and former parent corporations, subsidiaries, affiliates, employee benefit plans and related entities or corporations, and their past and present officers, directors, shareholders, employees, creditors, fiduciaries, agents, employees, partners, attorneys, representatives, promoters, heirs, predecessors, successors, and assigns of Buyer, does hereby waive, release, acquit and forever discharge each Seller, each of the PMG Companies and each of its current, former, and future parent corporations, subsidiaries, affiliates, employee benefit plans and related entities or corporations, and their past and present officers, directors, shareholders, employees, creditors, fiduciaries, agents, employees, partners, attorneys, representatives, promoters, heirs, predecessors, successors, and assigns, in their capacity as such (a) Effective upon Closingeach a “PMG Released Party”), except for claims with respect from any and all claims, actions, charges, complaints, grievances and causes of action (hereinafter collectively referred to this Agreement or any other Transaction Document (including unrelated claims of fraud) (as the “Buyer Retained Released Claims”), Buyerof whatever nature, whether known or unknown, which exist or may exist on behalf of itself Buyer against any PMG Released Party as of the date of this Agreement, except for each Buyer Excluded Claim, as defined below. Buyer understands and each agrees that he and it is waiving any and all rights that such Party may have had, now has, or in the future may have, to pursue any and all remedies available to any such Party under any cause of its affiliates action, including without limitation, any and each all tort claims, contract claims, whether brought pursuant to the terms of its the Asset Purchase Agreement or otherwise, fiduciary duty claims, public policy claims, statutory claims and their respective current any and former equity holdersall relevant claims arising under any federal, membersstate or other governmental statute, partnerslaw, directorsregulation or ordinance. Notwithstanding the foregoing, managers, officers, employees, advisors (including legal and financial advisors), successors and assigns Buyer is not releasing any of the PMG Released Parties from any of the following claims (collectively, the “Buyer Releasing PartiesExcluded Claims”), hereby irrevocably and unconditionally releases and forever discharges ): (a) any rights which cannot be waived as a matter of law; (b) any claim arising from the breach of this Agreement; (c) any rights to indemnification under the Asset Purchase Agreement applicable to Buyer; (d) any rights of Buyer under the Escrow Agreement; (e) any rights that Buyer may have under the Employment Agreement with any Seller, its subsidiaries and its affiliates and each of their respective current and former equity holders, members, partners, directors, managers, officers, employees, advisors (including legal and financial advisors), lenders, successors and assigns (collectively, the “Current Seller Released Parties”) of and from any and all Actions, Liabilities, Contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity which the Buyer Releasing Parties may have against each of the Current Seller Released Parties, now or in the future, in each case in respect of any cause, matter or thing based upon facts, circumstances, occurrences or omissions existing, occurring or arising on or prior to the Closing, except for any liabilities or obligations of the Seller under this Agreement or any other agreement entered into in connection with relating to the transactions contemplated by this Agreement. The provisions employment of this section are intended to benefit the Current any Seller Released Parties thereby; and all such Current Seller Released Parties shall have the (f) any right to enforce such provisions indemnification of this Agreement. (b) Except for matters that have been finally settled or resolved and from which no further appeal can be taken, as of June 30, 2024: (i) there are no Actions by or on behalf of any third party pending or threatened against Wheels and its affiliates where (a) the claim or probable damages exceed ten million thirty four thousand dollars ($10,034,000.00Buyer under Sections 2(a) and (b) above. Other than the claim or possible damages exceed three million fifty thousand dollars ($3,050,000.00) except as set forth in Schedule 4.07 (the “Existing Buyer Excluded Claims”), and (ii) there are no Actions by or before any Governmental Authority where Wheels and its affiliates Buyer is a party or named as subject to, and no officer, director or employee of Wheels is a party or is named as subject to, the provisions not aware of any material order, writ, injunction, judgment, ruling, subpoena, verdict, arbitration, decision, assessment, award claims that it has or decree of might have against any Governmental Authority or any arbitratorPMG Released Party. (c) Effective upon Closing, the Buyer agrees to assume all Existing Claims and Future Claims related to Wheels and its affiliates (collectively, the “Assumed Claims”). The Seller agrees that prior to Closing, it will afford the Buyer a reasonable opportunity to perform a diligent review of the nature and potential Liability of such Existing Claims and Assumed Claims that been disclosed in a form reasonably acceptable to the Buyer. The Buyer, on behalf of itself and its affiliates, successors, and assigns, hereby irrevocably and unconditionally agrees not to seek, assert, or bring any claims, actions, suits, or demands (whether at law, in equity, or otherwise) against the Seller or its affiliates, successors, and assigns arising out of or relating to the Assumed Claims.