Release by Purchaser Parties Sample Clauses

Release by Purchaser Parties. 2.1 Each of the Purchaser Parties, including the Company, for itself and on behalf of each direct and indirect subsidiary of the Company (the “Subsidiaries”), for and on behalf of itself and those claiming by, through or under it (collectively, the “Purchaser Releasors”), does hereby unconditionally and fully release and forever discharge the Seller and their respective affiliates, subsidiaries, parents, direct or indirect owners, managers, officers, appointees to the executive committee of the Company, shareholders, directors, employees, agents and representatives, past, present, and future, and their respective heirs, successors and assigns (collectively, the “Seller Released Parties”) from any and all past, present and future claims, cross claims, counterclaims, controversies, disputes, liabilities, obligations, demands, damages, debts, liens, actions and causes of action, of any and every nature whatsoever, whether known or unknown, suspected or unsuspected, contingent or matured, accrued or unaccrued, concealed, hidden, latent or patent, direct or indirect, whether at law, by statute or in equity, in contract or in tort, under state or federal jurisdiction (including, without limitation, to the extent arising under any law, rule, regulation or common-law doctrine of the State of New York or any other federal or state jurisdiction), and whether or not the economic effects of such alleged matters arise or are discovered in the future (all of the foregoing are herein collectively referred to as the “Purchaser Claims”), that each of the Purchaser Releasors has, had, or may have (or claim to have) against any of the Seller Released Parties, singly or in any combination, on account of, arising out of, or resulting from or in any manner incidental or related to or with respect to (a) the Company and any Subsidiaries, the Facilities, management of the Facilities, and/or pursuant to the Operating Agreement or any other document, instrument or agreement between or among any one or more of the Seller Released Parties and the Purchaser Released Parties, and related to the foregoing, (b) any act or omissions of each Seller in its capacity as a member or managing member of the Company, (c) any act or omission of any appointee of Seller to the executive committee of the Company or as an officer in connection with the Company, and (d) any obligation or duty under the Act related to the Company, in each case that arose or accrued during, or otherwise relate to, the pe...
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Release by Purchaser Parties. 2.1 Releases. As consideration for the transactions contemplated by this Release and the Exchange Agreement:
Release by Purchaser Parties. Effective on ---------------------------- and as of the date hereof, the Purchaser, for itself and its Subsidiaries (collectively, the "Purchaser Parties"), hereby releases and forever discharges each of the Company Parties and each past, present or future principal, partner, stockholder, officer, director, nominee, beneficiary, attorney-in-fact, agent, employee or other representative of the Company Parties (collectively, the "Company Released Parties") from any and all Claims which any of Purchaser Parties or their respective affiliates, heirs, executors, legal representatives, administrators, successors and assigns, ever had or now have or may in the future have against the Company Released Parties, jointly or severally, at any time prior to and including the date hereof, for or by reason of any matter, cause, or thing done, admitted to, or suffered to be done by the Company Parties, jointly or severally, at any time prior to the date hereof, including, without limitation, Claims with respect to any of the Disputed Matters and the ANMR/GE Agreements (collectively, the "Company Released Claims"); provided that the Released Claims shall not include Claims -------- with respect to any of the rights of the Purchaser Parties and the duties and obligations of the Company Released Parties owed to the Purchaser Parties pursuant to the Transaction Documents. The foregoing release shall include, without limitation, to the extent allowed by applicable law, such claims or defenses as fraud, mistake (mutual or unilateral), duress, overreaching, failure to disclose, interference with business management or relationship, tortious interference with corporate or partnership governance or prospective business advantage or contract, breach of contract, injury to any person or entity of whatever nature, libel or slander (without admitting or implying that any such claim exists or has validity). SECTION 3.
Release by Purchaser Parties. Except for the obligations of the parties set forth in the Agreement, the Purchaser and Tradition, N.A., MaxQ Investments LLC, Emil Assentato, and Joseph Botkier, (collectively with each Purxxxxxx, xxx "Purchasxx Xxrties"), for themselves and their respective, heirs, executors, personal representatives, successors and assigns, do hereby release, quitclaim and forever discharge each of the Seller Parties and any of their respective successors, and/or assigns and any and all other persons, firms, partnerships and corporations which are or might be claimed to be liable, and their respective current, future and former heirs, executors, personal representatives successors and assigns, of and from any and all debts, claims, counterclaims, rights, demands, costs, damages, losses, liabilities, actions and causes of action, including attorneys' fees and court costs, of every nature and description, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, real or imaginary, actual or potential, and whether arising at law or in equity, under the common law, state law, federal law, or any other law, or otherwise, arising out of or relating to any events, occurrences or circumstances existing on or before the Closing Date, it being the Purchaser Parties' intention to effect a general release of all such claims. Excepted from the foregoing release are all continuing obligations arising by virtue of the Purchase Agreement after the Closing Date.
Release by Purchaser Parties 

Related to Release by Purchaser Parties

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Indemnification by Purchasers Each Purchaser shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation.

  • Indemnification by Purchaser Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company that it is an "accredited investor" within the meaning of Regulation D under the Securities Act.

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.

  • Indemnity by Seller (a) Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Seller’s delivery of the Product to Buyer, (ii) Seller’s or its Affiliates’ ownership, development, construction, operation and/or maintenance of the Project, including the Sites(s); (iii) Third Party Claims arising from Seller’s or its Affiliates’ actions or inactions, including Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Project or Site; (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; (v) Third Party Claims arising under any agreement between Seller or its Affiliates ; or (vi) resulting from Seller’s or its Affiliates’ violation of any applicable Law, or requirements of Transmission Provider, Utility Distribution Company, NERC, WECC or Reliability Organization; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to Xxxxx, Seller, Seller’s Affiliates, or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of the Buyer Group.

  • COVENANTS OF BUYER AND SELLER Buyer and Seller agree that:

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