Common use of Release by Seller Clause in Contracts

Release by Seller. The Company’s obligation to pay the Purchase Price for Redeemed Shares shall be satisfied and discharged with respect to each tranche of Redeemed Shares that is acquired and paid for as provided in Article II. In addition, upon the payment in full of the aggregate Purchase Price to be paid to Seller hereunder, Seller, on behalf of itself and each of its members, managers, officers, agents, employees, and representatives, and any of its or their successors, assigns, and affiliates (collectively, the “Seller Releasing Parties”), shall absolutely, unconditionally, and irrevocably release and discharge the Company, and each of its officers, agents, employees, stockholders and representatives, and any of its or their successors, assigns, and affiliates (collectively, the “Company Released Parties”) from any and all claims, counterclaims, actions, causes of action, suits, defenses, debts, obligations, promises, expenses, liabilities, setoffs, accounts, covenants, contracts, agreements, costs, judgments, and demands whatsoever, whether at law, in equity, contract, tort, or otherwise (whether fixed or contingent, known or unknown, liquidated or unliquidated) (each, a “Claim”), which any of the Seller Releasing Parties now has, or may hereafter have, against any of the Company Released Parties, arising out of or relating to events, actions, omissions, facts, or circumstances occurring, arising, or existing at or prior to Closing. Each of the Seller Releasing Parties shall refrain from, directly or directly, asserting any Claim or demand or commencing, instituting, or causing to be commenced, any Action of any kind against any Company Released Party based upon any matter released pursuant to this Section 5.01.

Release by Seller. The Company’s obligation to pay the Purchase Price for Redeemed Shares shall be satisfied and discharged with respect to each tranche In consideration of Redeemed Shares that is acquired and paid for as provided in Article II. In addition, upon the payment in full of all amounts hereunder by Buyer and as a condition precedent to Buyer’s consummation of the aggregate Purchase Price to be paid to transactions contemplated by this Agreement: (a) Seller hereunder, Sellerand each Beneficial Owner, on behalf of itself and himself and each of their respective Affiliates (as defined below) and former and current equityholders (individually, a “Releasor” and, collectively, “Releasors”), hereby releases and forever discharges Buyer and each of its membersAffiliates, and any individual, joint or mutual, past, present and future representatives, agents, financial advisors, attorneys, other consultants, employees, officers, directors, managers, officersequityholders, agentspartners, employeesmembers, controlling persons, subsidiaries, successors and representativesassigns of any of the foregoing (individually, a “Releasee” and, collectively, “Releasees”), from any and all Actions, obligations, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which any Releasor, or any of its or their successorshis heirs, executors, administrators or assigns, and affiliates (collectively, the “Seller Releasing Parties”), shall absolutely, unconditionally, and irrevocably release and discharge the Company, and each of its officers, agents, employees, stockholders and representatives, and any of its or their successors, assigns, and affiliates (collectively, the “Company Released Parties”) from any and all claims, counterclaims, actions, causes of action, suits, defenses, debts, obligations, promises, expenses, liabilities, setoffs, accounts, covenants, contracts, agreements, costs, judgments, and demands whatsoever, whether at law, in equity, contract, tort, or otherwise (whether fixed or contingent, known or unknown, liquidated or unliquidated) (each, a “Claim”), which any of the Seller Releasing Parties now has, has ever had, or may hereafter have, have against any Releasee arising contemporaneously with or prior to the Closing Date or on account of the Company Released Parties, or arising out of any matter, cause or relating to events, actions, omissions, facts, or circumstances occurring, arising, or existing at event occurring contemporaneously with or prior to Closing. Each the Closing Date (all of the foregoing collectively referred to herein as the “Released Claims”); provided, however, that nothing contained herein shall operate to release any obligations of Buyer under this Agreement. Seller Releasing Parties shall and each Beneficial Owner represents and warrants to Buyer that it has not made any assignment or transfer of any Released Claim or other matter covered by this Section 5.05(a). Seller and each Beneficial Owner hereby irrevocably covenants to refrain from, directly or directlyindirectly, asserting any Claim or demand Released Claim, or commencing, instituting, or causing to be commenced, any Action of any kind against any Company Released Party Releasee, based upon any matter released hereby. As used in this Agreement, “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and for such purpose the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. (b) Seller and each Beneficial Owner hereby acknowledges and intends that this release shall be effective as a bar to each and every one of the Released Claims hereinabove mentioned or implied. Seller and each Beneficial Owner expressly consent that this release shall be given full force and effect in accordance with each and every express term or provision, including those (i) relating to any Released Claims hereinabove mentioned or implied or (ii) relating to unknown and unsuspected claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated claims). Seller and each Beneficial Owner understand applicable laws may give it the right not to release existing claims of which Seller is not aware, unless Seller voluntarily chooses to waive this right. Having been so apprised, Seller and each Beneficial Owner nevertheless hereby voluntarily elect to and do waive such rights, and elect to assume all risks for claims that exist, existed or may hereafter exist in its favor, known or unknown, arising out of or related to liabilities arising from any claims or other matters released pursuant to Section 5.05. Seller and each Beneficial Owner acknowledge and agree that the foregoing waiver is an essential and material term of this Section 5.01Agreement and that, without such waiver, Buyer would not have agreed to the terms of this Agreement.

Release by Seller. The Company’s obligation to pay (a) Except for the Purchase Price for Redeemed Shares shall be satisfied Reserved Claims (defined below), and discharged with respect to each tranche of Redeemed Shares that is acquired and paid for as provided in Article II. In additioneffective upon, upon but not until, the payment in full of the aggregate Purchase Price to be paid to Closing, Seller hereunder, Seller, on behalf of itself and each of its membersAffiliates, managerstrustees, officersbeneficiaries, agents, employeessuccessors, and representatives, and any of its or their successors, assigns, and affiliates assigns (collectively, the “Seller Releasing PartiesReleasors”), shall absolutelyfully, unconditionallyfinally, knowingly, and irrevocably release releases, acquits, and discharge forever discharges each of the Company and the officers, directors, Representatives, employees, principals, agents, legal representatives, lenders, insurers, and attorneys of the Company, and each of its officers, agents, employees, stockholders and representatives, and any of its or their successors, assigns, and affiliates (collectively, the “Company Released PartiesReleasees”) from any and against all claims, counterclaims, actions, causes of action, suits, defenses, debts, obligations, promisescosts, expenses, liabilities, setoffslosses, accountsdamages, covenantsinjunctions, contractslawsuits, agreementsactions, costsfines, penalties, judgments, demands, and demands whatsoeverfees (including attorney’s fees) arising from or relating to the Company, whether at lawknown or unknown, in equity, contract, tort, or otherwise (whether fixed or contingent, known direct or unknownthird party, liquidated or unliquidated(“Claims”) (each, a “Claim”), which any of the Seller Releasing Parties Releasors ever had or now has, or may hereafter have, against any of the Company Releasees (collectively, the “Released PartiesClaims”). (b) Seller, arising out of or relating individually and collectively, further irrevocably agrees not to, and to events, actions, omissions, facts, or circumstances occurring, arising, or existing at or prior to Closing. Each of cause the Seller Releasing Parties shall refrain fromother Releasors not to, directly or directlyindirectly: (i) commence, asserting any Claim or demand or commencing, institutinginstitute, or causing cause to be commencedcommenced any litigation, lawsuit, or any Action other proceeding of any kind against any Company Releasee based on or arising from any of the Released Party based upon Claims, or (ii) assert any matter released pursuant claim, demand, or action against any Releasees with respect to the Released Claims. Nothing in this Section 5.016.8 or otherwise is intended to waive or constitutes a waiver of, or the right to assert or commence any litigation for the enforcement of, any Claims against any Releasees: (i) arising out of or from this Agreement or any other document or instrument executed by or delivered to any party in connection with the transactions contemplated by this Agreement (collectively, “Reserved Claims”). (c) Seller, individually and collectively, is aware that statutes exist that render null and void or otherwise affect or may affect releases and discharges of any claims, rights, demands, liabilities, actions, and causes of action that are unknown to the releasing or discharging party at the time of execution of the release and discharge. Seller, individually and collectively, for itself and on behalf of the other Releasors, understands and agrees that the releases provided for in this Agreement extend to all claims of every nature and kind, whether known or unknown, suspected or unsuspected. Seller, individually and collectively, for itself and on behalf of the other Releasors expressly understands and agrees to hereby waive the provisions of California Civil Code Section 1542 and all similar laws and statutes in any other jurisdiction. Section 1542 provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES OR 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. (d) Seller, individually and collectively, for itself and on behalf of the other Releasors, hereby expressly assumes the risk that there may be claims that exist that it does not know about or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and that if known by Seller or any of the Releasors would materially affect Seller’s decision to enter into this Agreement and provide the releases set forth in this Section 6.8. Seller represents and warrants it or one or more of its Affiliates is the owner of and has not assigned any interest in any of the Released Claims and agrees that the release under this Section 6.8 will be in all respects 36 effective as of the completion of the Closing, and will not be subject to termination or rescission by reason of any such difference in facts.

Release by Seller. The Company’s obligation to pay (a) Except for the Purchase Price for Redeemed Shares shall be satisfied Reserved Claims (defined below), and discharged with respect to each tranche of Redeemed Shares that is acquired and paid for as provided in Article II. In additioneffective upon, upon but not until, the payment in full of the aggregate Purchase Price to be paid to Closing, Seller hereunder, Seller, on behalf of itself and each of its membersAffiliates, managerstrustees, officersbeneficiaries, agents, employeessuccessors, and representatives, and any of its or their successors, assigns, and affiliates assigns (collectively, the “Seller Releasing PartiesReleasors”), shall absolutelyfully, unconditionallyfinally, knowingly, and irrevocably release releases, acquits, and discharge forever discharges each of the Company and the officers, directors, Representatives, employees, principals, agents, legal representatives, lenders, insurers, and attorneys of the Company, and each of its officers, agents, employees, stockholders and representatives, and any of its or their successors, assigns, and affiliates (collectively, the “Company Released PartiesReleasees”) from any and against all claims, counterclaims, actions, causes of action, suits, defenses, debts, obligations, promisescosts, expenses, liabilities, setoffslosses, accountsdamages, covenantsinjunctions, contractslawsuits, agreementsactions, costsfines, penalties, judgments, demands, and demands whatsoeverfees (including attorney’s fees) arising from or relating to the Company, whether at lawknown or unknown, in equity, contract, tort, or otherwise (whether fixed or contingent, known direct or unknownthird party, liquidated or unliquidated(“Claims”) (each, a “Claim”), which any of the Seller Releasing Parties Releasors ever had or now has, or may hereafter have, against any of the Company Releasees (collectively, the “Released PartiesClaims”). (b) Seller, arising out of or relating individually and collectively, further irrevocably agrees not to, and to events, actions, omissions, facts, or circumstances occurring, arising, or existing at or prior to Closing. Each of cause the Seller Releasing Parties shall refrain fromother Releasors not to, directly or directlyindirectly: (i) commence, asserting any Claim or demand or commencing, institutinginstitute, or causing cause to be commencedcommenced any litigation, lawsuit, or any Action other proceeding of any kind against any Company Releasee based on or arising from any of the Released Party based upon Claims, or (ii) assert any matter released pursuant claim, demand, or action against any Releasees with respect to the Released Claims. Nothing in this Section 5.016.8 or otherwise is intended to waive or constitutes a waiver of, or the right to assert or commence any litigation for the enforcement of, any Claims against any Releasees: (i) arising out of or from this Agreement or any other document or instrument executed by or delivered to any party in connection with the transactions contemplated by this Agreement (collectively, “Reserved Claims”). (c) Seller, individually and collectively, is aware that statutes exist that render null and void or otherwise affect or may affect releases and discharges of any claims, rights, demands, liabilities, actions, and causes of action that are unknown to the releasing or discharging party at the time of execution of the release and discharge. Seller, individually and collectively, for itself and on behalf of the other Releasors, understands and agrees that the releases provided for in this Agreement extend to all claims of every nature and kind, whether known or unknown, suspected or unsuspected. Seller, individually and collectively, for itself and on behalf of the other Releasors expressly understands and agrees to hereby waive the provisions of California Civil Code Section 1542 and all similar laws and statutes in any other jurisdiction. Section 1542 provides as follows: (d) Seller, individually and collectively, for itself and on behalf of the other Releasors, hereby expressly assumes the risk that there may be claims that exist that it does not know about or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and that if known by Seller or any of the Releasors would materially affect Seller’s decision to enter into this Agreement and provide the releases set forth in this Section 6.8. Seller represents and warrants it or one or more of its Affiliates is the owner of and has not assigned any interest in any of the Released Claims and agrees that the release under this Section 6.8 will be in all respects effective as of the completion of the Closing, and will not be subject to termination or rescission by reason of any such difference in facts.

Release by Seller. The Company’s obligation to pay In consideration of the Purchase Price for Redeemed Shares shall be satisfied covenants, agreements, and discharged with respect to each tranche undertakings of Redeemed Shares that is acquired and paid for as provided in Article II. In additionBuyers set forth herein, effective upon the payment in full of the aggregate Purchase Price to be paid to Seller hereunderClosing, Seller, on behalf of itself itself, its present and former direct and indirect affiliates and each and all of its their respective members, equity holders, partners, managers, directors, officers, agents, employees, advisors, agents, and representatives, and any of its or their successors, assigns, and affiliates (other than Company) (collectively, the “Seller Releasing Parties”), hereby absolutely, unconditionally, and irrevocably releases and forever discharges each Buyer, the Company, each Buyer’s present and former direct and indirect affiliates and each and all of their respective members, equity holders, partners, managers, directors, officers, agents, employees, advisors, agents, and representatives, and any of its or their successors, assigns, and affiliates (collectively, the “Seller Releasing Parties”), shall absolutely, unconditionally, and irrevocably release and discharge the Company, and each of its officers, agents, employees, stockholders and representatives, and any of its or their successors, assigns, and affiliates (collectively, the “Company Buyer Released Parties”) from any and all claims, counterclaims, actions, causes of action, suits, defenses, debts, obligations, promises, expenses, liabilities, setoffs, accounts, covenants, contracts, agreements, costs, judgments, and demands whatsoever, whether at law, in equity, contract, tort, or otherwise (whether fixed or contingent, known or unknown, liquidated or unliquidated) (each, a “Claim”), which any of the Seller Releasing Parties now has, or may hereafter have, against any of the Company Buyer Released Parties, arising out of or relating to events, actions, omissions, facts, or circumstances occurring, arising, or existing at or prior to the Closing, including any Claims derived or arising from, relating to, or in connection with the Company, its business, operations and assets, the Stockholders Agreement, and this Agreement, including, but not limited to, fraud, fraudulent inducement, and breach of fiduciary duty, or the value or future prospects of the Company being lesser or greater than the current value or consideration that Seller is receiving for the Shares, but other than any Claims arising from a breach of the representations and warranties or other obligations of Buyers set forth in this Agreement. Each of the Seller Releasing Parties shall refrain from, directly or directlyindirectly, asserting any Claim or demand or commencing, instituting, or causing to be commenced, any Action action of any kind against any Company Buyer Released Party based upon any matter released pursuant to this Section 5.016.01. In entering into this release, Seller acknowledges and agrees, on behalf of itself and each Seller Releasing Party, that Claims or facts in addition to or different from what they now know, believe, or suspect to exist might hereafter be discovered; nevertheless, it is its intention by entering into this Agreement to fully, finally, and forever release, discharge, and settle all of the Claims described in the release contained in this Section 6.01, notwithstanding the existence or possible future discovery of any such additional or different Claim or fact, and the existence or possible future discovery of any such additional or different Claim or fact will in no manner affect this Agreement or the release set forth herein. Seller agrees that any Claim made by a Seller Releasing Party against a Buyer Released Party, other than any Claims made by Seller against a Buyer arising from a breach of the representations and warranties or other obligations of Buyers set forth in this Agreement, is a breach of this covenant and release for which the Buyer Released Party can sue Seller for breach of contract (and for any other claim to which it is entitled under law or equity as a result of the breach), and for which the Buyer Released Party can collect actual damages, including all costs and attorneys’ fees incurred in enforcing this covenant and release. Seller, on behalf of each Seller Releasing Party, acknowledges and agrees that the releases given in this Section 6.01 extend to all such applicable Claims of any nature and kind whatsoever, known or unknown, suspected or unsuspected.