Common use of Release by Seller Clause in Contracts

Release by Seller. In consideration for the Company's purchase of the ----------------- Shares, Seller, on behalf of its affiliates, partners, shareholders, agents, subsidiaries, successors and assigns, hereby irrevocably and unconditionally releases, acquits and forever discharges Company and its past and present agents, officers, directors, employees, affiliates, divisions, subsidiaries, predecessor and successor corporations, assigns, attorneys and representatives (each, a "Released Party") from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, judgments and expenses of any nature whatsoever (any of the foregoing, a "Claim"), known or unknown, suspected or unsuspected, fixed or contingent which Seller now has, owns, holds, or claims to have, claims to own, or claims to hold, or which Seller at any time heretofore had, owned, held or claimed to have, claimed to own, or claimed to have held, or which Seller at any time hereafter may have, own, hold or claim to have, claim to own, or claim to hold, against the Company solely to the extent such Claims directly or indirectly arise out of or relate to Seller's purchase and ownership of the Shares and any other securities of the Company previously owned by Seller, the sale of the Shares pursuant to this Agreement and any prior sales of securities of the Company, including but not limited to any Claim asserted or assertable by Seller pursuant to Section 10(b) and Rule 10b-5 of the Exchange Act. For the purposes of implementing a full and complete release and discharge of the Company and the other Released Parties, and each of them, Seller expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims relating to the aforesaid which Seller does not know or suspect to exist in its favor at the time it signs this Agreement, and that this Agreement is intended to fully and finally resolve any such Claim or Claims. Nothing contained herein shall adversely affect any of Savoy's rights to indemnification by contract, law, the Certificate of Incorporation or Bylaws of the Company or under any insurance coverage.

Release by Seller. In consideration for the Company's purchase (i) Effective as of the ----------------- SharesClosing, Seller, on behalf of itself and each of its affiliates, partners, shareholders, agents, subsidiaries, controlling Affiliates and its and their respective successors and assignsassigns (the “Seller Releasors”), hereby irrevocably and unconditionally releases, acquits acquits, and forever discharges Company (A) the Purchased Companies; (B) Purchaser; (C) each of Purchaser’s past or present Subsidiaries; (v) the successors and its past past, present, and present agentsfuture assigns, directors, managers, officers, directors, employees, affiliatesequity holders, divisionsand partners of the respective entities identified or otherwise referred to in clauses (i) through (iv) of this Section 6.12(a); and (D) the Representatives of the respective entities identified or otherwise referred to in clauses (A) through (C) of this Section 6.12(a)(i) (in their respective capacities as such) (each a “Purchaser Releasee” and, subsidiariescollectively, predecessor the “Purchaser Releasees”), of and successor corporations, assigns, attorneys and representatives (each, a "Released Party") from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actionsActions, causes of action, suitsdamages, rightsaccounts, demandsLiabilities, costs, losses, debts, judgments and expenses of any nature whatsoever obligations (any of the foregoing, a "Claim"including attorneys’ fees), whether known or unknown, matured or unmatured, suspected or unsuspected, fixed liquidated or contingent unliquidated, absolute or contingent, direct or derivative, in each case which Seller now hasarise out of, owns, holdsare based upon, or claims are connected with facts or events occurring or in existence at or prior to have, claims to own, or claims to hold, or which Seller at any time heretofore had, owned, held or claimed to have, claimed to own, or claimed to have held, or which Seller at any time hereafter may have, own, hold or claim to have, claim to own, or claim to hold, against the Company solely Closing to the extent relating to any ownership interest of Seller or any Seller Releasor in the Purchased Companies (each, a “Seller Released Claim”); provided, however, that in no event shall the foregoing release apply with respect to any obligations of any Purchaser Releasee set forth in this Agreement or in any Ancillary Agreement (each a “Seller Excluded Claim”). (ii) Seller represents and warrants, on behalf of itself and each of its Seller Releasors, that (A) such Claims directly Seller Releasor has not assigned, transferred, conveyed, or indirectly arise out otherwise disposed of or relate any Seller Released Claim against any of the Purchaser Releasees, and, to Seller's purchase and ownership ’s Knowledge, no other Person has any interest in any of the Shares and any other securities of the Company previously owned by Seller, the sale of the Shares Seller Released Claims released pursuant to this Agreement Section 6.12(a) and (B) no authorization, instruction, consent, or approval of any prior sales Person is required to be obtained by Seller or, to Seller’s Knowledge, any of securities its Seller Releasors, in connection with the release of the CompanySeller Released Claims hereunder. (iii) Seller, including but not limited to any Claim asserted or assertable by Seller pursuant to Section 10(b) and Rule 10b-5 on behalf of the Exchange Act. For the purposes of implementing a full and complete release and discharge of the Company and the other Released Parties, itself and each of themits Seller Releasors, Seller expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims relating hereby irrevocably and unconditionally waives and relinquishes any rights and benefits with respect to the aforesaid Seller Released Claims that any Seller Releasor may have under any statute or common law principle in any jurisdiction which Seller provides that a general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in its such creditor’s or releasing party’s favor at the time it signs this Agreementof executing the release that, if known by such creditor or releasing party, would reasonably have materially affected its settlement with the debtor or released party. Seller understands and acknowledges (for itself and each of its Seller Releasors) that Seller may discover facts different from, or in addition to, those which Seller knows or believes to be true with respect to the claims released herein, and agrees that (A) it is the intention of Seller (on behalf of itself and each of its Seller Releasors) to fully, finally and forever waive, release and relinquish all Seller Released Claims against any Purchaser Releasee (specifically excluding any Seller Excluded Claims) and (B) the releases contained in this Agreement is intended to fully shall be and finally resolve remain effective in all respects notwithstanding any such Claim subsequent discovery of different or Claims. Nothing contained herein shall adversely affect any of Savoy's rights to indemnification by contract, law, the Certificate of Incorporation or Bylaws of the Company or under any insurance coverageadditional facts.

Release by Seller. In consideration for the Company's purchase Subject to Seller’s rights under this Amendment, effective as of the ----------------- SharesFinal Closing Date, Seller, on behalf of its affiliates, partners, shareholders, agents, subsidiaries, successors and assignsto the fullest extent legally possible, hereby irrevocably completely and unconditionally forever releases, acquits waives and discharges, and shall be forever discharges Company and its past and present agentsprecluded from asserting, officers, directors, employees, affiliates, divisions, subsidiaries, predecessor and successor corporations, assigns, attorneys and representatives (each, a "Released Party") from any and all charges, complaints, claims, liabilitiesobligations (other than contractual, obligationsstatutory, promisesor other obligations to indemnify Seller, agreementsXxxx Xxxxxxxx, controversiesXxxx Xxxxxxxx, or their respective affiliates, which are not hereby released, waived or discharged), suits, judgments, damages, actionsdemands, debts, rights, causes of actionaction and liabilities, suits, rights, demands, costs, losses, debts, judgments and expenses of any nature whatsoever (any of the foregoingkind or nature, a "Claim")whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, suspected foreseen or unsuspectedunforeseen, fixed whether or contingent not hidden or concealed, then existing in law, equity or otherwise, that Seller, including without limitation derivatively, to the fullest extent legally possible, has, had or may have against the Company or any of its subsidiaries, if applicable, and its respective present or former managers, officers, employees, predecessors, successors and members acting in such capacity, that are based in whole or in part on any act, omission, transaction or other occurrence taking place on or prior to the Final Closing Date, other than any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities arising from or relating to the Surviving Covenants and Obligations (collectively, “Seller Claims”), and other than, as applicable, any rights under this Amendment to which Seller is entitled. In making this waiver, Seller acknowledges that it may hereafter discover facts in addition to or different from those which Seller now hasbelieves to be true with respect to the subject matter released herein, owns, holds, or claims but agrees that it has taken that possibility into account in reaching this Amendment and as to have, claims to own, or claims to hold, or which Seller at any time heretofore hadexpressly assumes the risk. THE PROVISIONS IN THIS SECTION 6 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE LIABILITY IS BASED UPON PAST, ownedPRESENT, held or claimed to haveOR FUTURE ACTS, claimed to ownCLAIMS, or claimed to have heldOR LAWS (INCLUDING ANY PAST, or which Seller at any time hereafter may havePRESENT, ownOR FUTURE ENVIRONMENTAL LAW (INCLUDING, hold or claim to haveBUT NOT LIMITED TO CERCLA), claim to ownOCCUPATIONAL SAFETY AND HEALTH LAW, or claim to holdOR PRODUCTS LIABILITY, against the Company solely to the extent such Claims directly or indirectly arise out of or relate to Seller's purchase and ownership of the Shares and any other securities of the Company previously owned by SellerSECURITIES, the sale of the Shares pursuant to this Agreement and any prior sales of securities of the Company, including but not limited to any Claim asserted or assertable by Seller pursuant to Section 10(b) and Rule 10b-5 of the Exchange Act. For the purposes of implementing a full and complete release and discharge of the Company and the other Released Parties, and each of them, Seller expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims relating to the aforesaid which Seller does not know or suspect to exist in its favor at the time it signs this Agreement, and that this Agreement is intended to fully and finally resolve any such Claim or Claims. Nothing contained herein shall adversely affect any of Savoy's rights to indemnification by contract, law, the Certificate of Incorporation or Bylaws of the Company or under any insurance coverageOR OTHER LAW).