Common use of Release by Seller Clause in Contracts

Release by Seller. 1.1 Each Seller, for and on behalf of itself and those claiming by, through or under it (collectively, the “Seller Releasors”), does hereby unconditionally and fully release and forever discharge the Purchaser Parties 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 “Purchaser 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 “Seller Claims”), that each of the Seller Releasors has, had, or may have (or claim to have) against any of the Purchaser 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 (as defined below) and the Purchaser Released Parties, and related to the foregoing, (b) any act or omission by Purchaser in its capacity as a member or managing member of the Company, (c) any act or omission of any of the Purchaser’s appointees to the executive committee of the Company and officers appointed by Purchaser in connection with the Company, and (d) any obligation or duty under the Delaware Limited Liability Company Act (the “Act”) related to the Company, in each case that arose or accrued during, or otherwise relate to, the period ending at the Closing. The foregoing release is intended to be, and is, a full and complete unconditional release in favor of the Purchaser Released Parties with respect to all the Seller Claims (as described above), including, specifically, without limitation, any claims based upon allegations of negligence, gross negligence, breach of fiduciary duty, breach of any alleged duty of fair dealing in good faith, economic coercion, usury, tortious interference or any other theory, cause of action, occurrence, matter or thing which might result in liability upon the Purchaser Released Parties arising or occurring on or before the date hereof.

Release by Seller. 1.1 Each Effective upon the payment of the Payment Amount by Buyer to Seller at the Closing on the Closing Date, Seller, for on its own behalf and on behalf of itself its affiliates, predecessors in interest, successors in interest, assigns, agents, representatives, directors, officers, shareholders, subsidiaries, divisions, parent companies, partners, attorneys, and those claiming byanyone acting or purporting to act on behalf of any of the foregoing, through and all persons or under it entities in privity with them or any of them (collectively, the “Seller ReleasorsParties”), does hereby unconditionally and fully release release, acquit, and forever discharge the Purchaser Parties Buyer, and their respective its affiliates, subsidiariespredecessors in interest, parentssuccessors in interest, direct or indirect ownersassigns, managersagents, representatives, directors, officers, appointees shareholders, MIE and other subsidiaries, divisions, parent companies, partners, attorneys, and anyone acting or purporting to the executive committee act on behalf of any of the Company, shareholders, directors, employees, agents and representatives, past, present and futureforegoing, and their respective heirs, successors and assigns all persons or entities in privity with them or any of them (collectively, the “Purchaser Released Buyer Parties”) ), from and against any and all past, present and future claims, cross claims, counterclaims, controversies, disputes, liabilities, obligations, remedies, demands, damages, debts, liens, actions and suits or causes of action, action of any and every nature whatsoeverkind or character whatsoever that any of the Seller Parties has or might have, whether at contract, common law, statutory or otherwise, whether xxxxxx or inchoate, whether known or unknown, suspected and whether now or unsuspectedhereafter arising, contingent which relate in any way to, result in any way from, are based in any way upon, or maturedarise in any way out of the Agreement, accrued including any such claims, obligations, remedies, demands, suits or unaccruedcauses of action resulting from Buyer’s failure to pay the Ongoing Payments: provided however, concealedthat nothing in this Amendment shall constitute a release, hiddenacquittal or discharge of Mr. Xxxx Xxxxx, latent in his individual capacity or patentby reason of his having served as an officer, direct director or indirect, whether at lawemployee of Seller, 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 “Seller Claims”), that each of the Seller Releasors has, had, or may have (or claim to have) against any of the Purchaser 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 (as defined below) and the Purchaser Released Parties, and related to the foregoing, (b) any act or omission by Purchaser in its capacity as a member or managing member of the Company, (c) any act or omission of any of the Purchaser’s appointees to the executive committee of the Company and officers appointed by Purchaser in connection with the Company, and (d) any obligation or duty under the Delaware Limited Liability Company Act (the “Act”) related to the Company, in each case that arose or accrued during, or otherwise relate to, the period ending at the Closing. The foregoing release is intended to be, and is, a full and complete unconditional release in favor of the Purchaser Released Parties with respect to all the Seller Claims (as described above), including, specifically, without limitation, any claims based upon allegations of negligence, gross negligence, breach of fiduciary duty, breach of any alleged duty of fair dealing in good faith, economic coercion, usury, tortious interference or any other theory, cause of action, occurrence, matter or thing which might result in liability upon the Purchaser Released Parties arising or occurring on or before the date hereofParty.

Release by Seller. 1.1 Each Specifically excepting therefrom the indemnification provisions of Article IX of the Company's Restated Articles of Incorporation filed on or about October 2, 2000 with the Utah Division of Corporations and all applicable statutory indemnification provisions or any such other indemnification provisions in the Company's Articles of Incorporation, Bylaws, or corporate resolution, the Seller, for and on behalf of itself himself and those claiming each of his respective agents, attorneys, insurers, heirs, assigns, beneficiaries, executors, trustees, conservators, representatives, predecessors-in-interest, successors-in-interest, and whomsoever may claim by, under or through them, and all persons acting by, through, under or under it in concert with any of them (collectivelythe "Releasing Parties") hereby irrevocably and unconditionally forever release, the “Seller Releasors”)remise, does hereby unconditionally acquit and fully release and forever discharge the Purchaser Parties Company from 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 “Purchaser Released Parties”) from against any and all pastdebts, present and future claimsobligations, cross losses, costs, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, misrepresentations, defamatory statements, tortious conduct, acts or omissions, rights, obligations, liabilities, judgments, damages, expenses, claims, counterclaims, controversiescross-claims, disputes, liabilities, obligations, or demands, damagesin law or equity, debtsasserted or unasserted, liensexpress or implied, actions and causes of actionforeseen or unforeseen, of any and every nature whatsoeverreal or imaginary, whether known alleged or unknownactual, suspected or unsuspected, contingent known or maturedunknown, accrued liquidated or unaccruednon-liquidated, concealedof any kind or nature or description whatsoever, 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 arising from the extent arising under any law, rule, regulation or common-law doctrine beginning of the State world through the date 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 “Seller Claims”), that this Agreement which each of the Seller Releasors has, Releasing Parties ever had, or presently have, may have (have, or claim or assert to have) against any of the Purchaser Released Parties, singly or in any combination, on account of, arising out of, or resulting from hereafter have, may have, or in any manner incidental claim or related assert to or with respect to (a) the Company and any Subsidiarieshave, 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 (as defined below) and the Purchaser Released Parties, and related to the foregoing, (b) any act or omission by Purchaser in its capacity as a member or managing member of against the Company, (c) any act or omission of any of the Purchaser’s appointees to the executive committee of the Company and officers appointed by Purchaser in connection with the Company, and (d) any obligation or duty under the Delaware Limited Liability Company Act (the “Act”) related to the Company, in each case that arose or accrued during, or otherwise relate to, the period ending at the Closing. The foregoing release is intended to be, and is, a full and complete unconditional release in favor of the Purchaser Released Parties with respect to all the Seller Claims (as described above), including, specifically, without limitation, any claims based upon allegations of negligence, gross negligence, breach of fiduciary duty, breach of any alleged duty of fair dealing in good faith, economic coercion, usury, tortious interference or any other theory, cause of action, occurrence, matter or thing which might result in liability upon the Purchaser Released Parties arising or occurring on or before the date hereof.

Release by Seller. 1.1 Each Seller, for Effective as of the Closing Date and on behalf subject to the Seller s receipt of itself the Initial Cash Consideration and those claiming by, through or under it (collectivelythe Closing Consideration Shares, the “Seller Releasors”), does hereby unconditionally and fully release releases and forever discharge discharges the Purchaser Parties Company and their the Subsidiary and the Company s and the Subsidiary s respective affiliatesindividual, subsidiaries, parents, direct joint or indirect owners, managers, officers, appointees to the executive committee of the Company, shareholders, directors, employees, agents and representativesmutual, past, present and futurefuture representatives, and their respective heirsaffiliates, principals, officers, employees, insurers, subrogors, subrogees, licensees, predecessors, members, directors, managers, stockholders, limited partners, general partners, controlling persons, subsidiaries, successors and assigns (individually a Releasee and collectively, the “Purchaser Released Parties”Releasees ) from any and all past, present and future claims, cross claims, counterclaims, controversies, disputes, liabilities, obligations, demands, damagesproceedings, debts, liens, actions and causes of action, of any orders, obligations, contracts, agreements, debts and every nature liabilities whatsoever, whether known or unknown, suspected or unsuspected, contingent or maturedforeseeable and unforeseeable, accrued or unaccruedliquidated and unliquidated, concealedinsured and uninsured, hidden, latent or patent, direct or indirect, whether both at law, by statute or law and in equity, in contract which the Seller now has, has ever had or in tort, under state may hereafter have against the respective Releasees arising contemporaneously with or federal jurisdiction (including, without limitation, prior to the extent Closing Date or on account of or arising under out of any lawmatter, rulecause or event occurring contemporaneously with or prior to the Closing Date ( Seller Claims ); provided, 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 “Seller Claims”)however, that each of the Seller Releasors has, had, or may have (or claim nothing contained herein shall operate to have) against release any of the Purchaser 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 (as defined below) and the Purchaser Released Parties, and related to the foregoing, (b) any act or omission by Purchaser in its capacity as a member or managing member of the Company, (c) any act or omission of any of the Purchaser’s appointees to the executive committee obligation of the Company and officers appointed by Purchaser in connection with the CompanySubsidiary arising under this Agreement or the Employment Agreement, dated as of the Closing Date, between the Company and the Seller, and (d) any obligation or duty under the Delaware Limited Liability Company Act (the “Act”) related to the Company, in each case that arose or accrued during, or otherwise relate to, the period ending at the Closing. The foregoing release is intended to be, transactions contemplated hereby and is, a full and complete unconditional release in favor of the Purchaser Released Parties with respect to all the Seller Claims (as described above), including, specifically, without limitation, any claims based upon allegations of negligence, gross negligence, breach of fiduciary duty, breach of any alleged duty of fair dealing in good faith, economic coercion, usury, tortious interference or any other theory, cause of action, occurrence, matter or thing which might result in liability upon the Purchaser Released Parties arising or occurring on or before the date hereofthereby.