Release by Purchaser. For valuable consideration, receipt of which is hereby acknowledged, Purchaser hereby releases and will release Seller and each Individual Seller and their respective agents, independent contractors and personal representatives (collectively, the "Purchaser Released Parties") from and against any and all claims, costs or causes of action which Purchaser may have against Seller or any Individual Seller, known or unknown, now existing or hereafter arising or relating to this Agreement, or the ownership or acquisition of the Shares or the Laken Options, except such cause of action or claim as may arise subsequent to the date hereof relating to the enforcement or performance of this Agreement.
Release by Purchaser. Purchaser, on its behalf and on behalf of RMR and its subsidiaries, voluntarily releases and forever discharges the Lakewood Parties and their respective directors, officers, employees, managers, members, agents and representatives, and each of their successors and assigns (the “Lakewood Releasees”) from, and covenants not to xxx or proceed against (or to encourage or induce any other person or entity to xxx or proceed against) any of the Lakewood Releasees on the basis of, any and all Claims whether due or owing in the past, asserted or not, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, fixed or contingent, matured or unmatured, with respect to, pertaining to, or arising from any matters, acts, omissions, events, conduct or occurrences at any time prior to the date of this Agreement, except with respect to any Claims arising under this Agreement or any of the Other Share Purchase Agreements, which are specifically excluded from this release provided in this Section 4.4(b). Purchaser represents and warrants to and for the benefit of each of the Lakewood Releasees that it, RMR and RMR’s subsidiaries have not transferred or assigned any such Claims to any other person or entity.
Release by Purchaser. In consideration of this Agreement’s terms and conditions, the Purchaser, on behalf of itself and its members and managers, assigns, attorneys, agents and representatives, and each of them, irrevocably and unconditionally waives, releases, and promises never to assert against the Seller, and/or his attorneys, insurers, agents, successors, and assigns, and each of them (collectively, the “Seller Releasees”), any and all debts, claims, liabilities, demands, and causes of action of every kind, nature and description he may have against the Seller Releasees to the fullest extent permitted by law; provided, however, that the Purchaser is not waiving any claims or rights that it may have under this Agreement. Additionally, the Purchaser is not waiving or releasing any claims or rights that it may have against the Seller as a result of his fraudulent or dishonest conduct, knowing or intentional violation of law.
Release by Purchaser. The Purchaser, for itself and on behalf of their officers, directors, employees, successors, representatives, and agents, do hereby irrevocably and unconditionally release, acquit, and forever discharge (the "Release") the Sellers and Stockholders, its officers, directors, employees, successors, representatives, and agents from any and all claims, debts, damages, demands, liabilities, suits in equity, complaints, grievances, obligations, promises, agreements, rights, controversies, consents, losses, damages, attorneys' fees and expenses, punitive damages and other compensation, suits, appeals, actions, and causes of actions, of whatever kind of character, whether heretofore or hereafter accruing, whether known or unknown, suspected or unsuspected, specified or unspecified, fixed or contingent, liquidated or unliquidated, for or because of any matter or thing done, omitted, or suffered to be done by, the Sellers and Stockholders, its officers, directors, employees, successors, representatives, and agents, for any incidents, including those past and present, which may have existed prior to, or contemporaneously with, the execution of this Agreement, or subsequent to the execution of this Agreement if arising out of conduct occurring
Release by Purchaser. (a) Except for Seller's obligations under the complaints described in SECTION 20(a), Purchaser, and any person or entity claiming by, through or under Purchaser, each hereby fully and irrevocably releases, discharges and waives its rights to recover from Seller, any and all claims that Purchaser may now have or hereafter acquire against Seller for any cost, loss, claim, penalty, fine, lien, judgment, liability, damage, expense, action or cause of action (including, without limitation attorneys' fees and costs), whether foreseen or unforeseen, direct or
Release by Purchaser. Purchaser, on its behalf, and on behalf of its heirs, executors, assigns and all other parties claiming by or through it, hereby irrevocably, unconditionally and completely, forever releases, discharges, and covenants and agrees to hold harmless, Seller and the Company and their past and present parents, Affiliates, subsidiaries, divisions, predecessors, successors and assigns, and each of their respective past and present officers, directors, managers, employees, contractors, members, stockholders, partners, investors, managing agents, representatives and agents, in their individual and representative capacities, and all other parties claiming by or through it (collectively, the “Seller Releasees”) from, and agrees not to sue concerning, any and all claims, demands, actions, judgments, orders, duties, obligations, contracts, agreements, causes of action, suits, losses, damages, liabilities, costs and expenses of any kind, and liability of any kind or nature, whether in law or equity, whether presently known or unknown, suspected or unsuspected, that Purchaser has or hereafter may have against any of the Seller Releasees that have occurred on or before the date hereof related to the Transaction Documents, including, but not limited those representations or warranties in the Purchase Agreement and Contribution Agreement, or otherwise relating to Seller’s alleged failure to disclose, or misrepresentation in disclosing, any fact related to the Properties, Lease, Data or Person.
Release by Purchaser. From and after the Closing and so long as the Closing occurs, Purchaser hereby agrees that Seller, MedCap, Seller's and MedCap's Affiliates, agents, employees, representatives and trustees, the existing trustees under any deed of trust securing any Loan and any predecessor or successor of Seller and/or MedCap (each a "Released Party" and collectively, the "Released Parties") shall be, and are hereby, fully and forever released and discharged from any and all Claims, whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with any of the Assets. Purchaser hereby expressly waives the provisions of Section 1542 of the California Civil Code which provides: “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.” and all similar provisions or rules of law. Purchaser elects to and does assume all risk for such Claims heretofore and hereafter arising, whether now known or unknown by Purchaser. BY INITIALING BELOW, PURCHASER HEREBY WAIVES THE PROVISIONS OF SECTION 1542 IN CONNECTION WITH THE MATTERS WHICH ARE THE SUBJECT OF THE FOREGOING WAIVERS AND RELEASES: PURCHASER'S INITIALS In this connection and to the greatest extent permitted by law, Purchaser hereby agrees, represents and warrants that such party realizes and acknowledges that factual matters now unknown to him, her or it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Purchaser further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Purchaser nevertheless hereby intends to release, discharge and acquit the Released Parties from any such unknown Claims, debts, and controversies which might in any way be included as a material portion of the consideration given to Seller by Purchaser in exchange for Seller's performance hereunder. Without limiting the foregoing, if Purchaser has actual knowledge of a default in any of the covenants, agreements or obligations to be performed by Seller under this Agreement, and Purchaser nonetheless elects to proceed to Closing, then, upon the consummation of the Cl...
Release by Purchaser. Without limiting any provision in this Agreement, Purchaser, for itself and any of its successors and assigns and their affiliates, hereby irrevocably and absolutely waives its right to recover from, and forever releases and discharges, and covenants not to file or otherwise pursue any legal action (whether based on contract, statutory rights, common law or otherwise) against, Seller, the Affiliates or their affiliates or any direct or indirect partner, member, trustee, director, shareholder, controlling person, affiliate officer, attorney, employee, agent or broker of any of the foregoing, and any of their respective heirs, successors, personal representatives and assigns (each a "Released Party" and collectively, "Released Parties") with respect to any Claims that may arise on account of or in any way be
Release by Purchaser. The Purchaser, for itself and on behalf of their officers, directors, employees, successors, representatives, and agents, do hereby irrevocably and unconditionally release, acquit, and forever discharge (the "Release") the Sellers and Stockholders, its officers, directors, employees, successors, representatives, and agents from any and all claims, debts, damages, demands, liabilities, suits in equity, complaints, grievances, obligations, promises, agreements, rights, controversies, consents, losses, damages, attorneys' fees and expenses, punitive damages and other compensation, suits, appeals, actions, and causes of actions, of whatever kind of character, whether heretofore or hereafter accruing, whether
Release by Purchaser. (i) Effective as of the Closing, the Company, on behalf of itself and each of the Purchased Companies and their successors and assigns (the “Purchaser Releasors”), hereby irrevocably and unconditionally releases, acquits, and forever discharges (A) Seller and Seller’s designees on the board of directors of the Purchased Companies prior to the Closing, (B) the successors and past, present, and future assigns, directors, managers, officers, employees, equity holders, and partners of Seller and (C) the Representatives of Seller identified or otherwise referred to in clause (A) of this Section 6.12(b)(i) (in their respective capacities as such) (each a “Seller Releasee” and, collectively, the “Seller Releasees”), of and from any and all Actions, causes of action, damages, accounts, Liabilities, and obligations (including attorneys’ fees), whether known or unknown, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, absolute or contingent, direct or derivative, in each case which arise out of, are based upon, or are connected with facts or events occurring or in existence at or prior to the Closing to the extent relating to Seller’s ownership interest in the Purchased Companies (each, a “Purchaser Released Claim”); provided, however, that in no event shall the foregoing release apply with respect to any obligations of any Seller Releasee set forth in this Agreement or in any Ancillary Agreement or any claim for Fraud (each a “Purchaser Excluded Claim”).
(ii) Purchaser represents and warrants, on behalf of itself and each of its Purchaser Releasors, that (A) such Purchaser Releasor has not assigned, transferred, conveyed, or otherwise disposed of any Purchaser Released Claim against any of the Seller Releasees, and, to Purchaser’s knowledge, no other Person has any interest in any of the Purchaser Released Claims released pursuant to this Section 6.12(b) and (B) no authorization, instruction, consent, or approval of any Person is required to be obtained by Purchaser or, to Purchaser’s knowledge, any of its Purchaser Releasors, in connection with the release of the Purchaser Released Claims hereunder.
(iii) Purchaser, on behalf of itself and each of its Purchaser Releasors, hereby irrevocably and unconditionally waives and relinquishes any rights and benefits with respect to the Purchaser Released Claims that any Purchaser Releasor may have under any statute or common law principle in any jurisdiction which provides that a general release ...
