Common use of Release by the Sellers Clause in Contracts

Release by the Sellers. Effective upon the consummation of the Minority Purchase pursuant hereto, each Seller, on behalf of itself and its successors and assigns, releases, acquits and forever discharges each Company, each of its current and former members, Parent OP, Purchaser and each of their respective Affiliates (including subsidiaries and controlling Persons) and each of their respective directors, officers, employees and agents in their capacities as such, and each of their respective successors and assigns (collectively, the “Company Released Parties”) from any and all claims, demands, damages, actions, causes of action, rights, costs, losses, expenses, compensation or suits in equity, of whatsoever kind or nature, in contract or in tort, that such Seller might have (a) because of anything done, omitted, suffered or allowed to be done by such Company Released Parties prior to the Closing, or (b) in connection with or by reason of the Governing Documents of such Company or the transactions contemplated by this Agreement or by the Contribution Agreement, in each case whether heretofore or hereafter accruing, whether foreseen or unforeseen or whether known or unknown to the parties, including, without limitation, any matters that may be the subject of a claim for indemnification, contribution or other relief from such Company pursuant to the Governing Documents of such Company (“Company Released Matters”). Notwithstanding the foregoing, the following shall not constitute Company Released Matters: (i) any claims against a Company Released Party under this Agreement; or (ii) any claims against a Company Released Party for the actual and intentional fraud of such Company Released Party. Effective upon the consummation of the Minority Purchase pursuant hereto, each Seller further agrees never to commence, aid or participate in a manner adverse to any Company Released Party in any legal action or other proceeding based in whole or in part upon any Company Released Matters relating to such Seller. Each Seller acknowledges that this release shall apply to all unknown or unanticipated results of any action of any Company Released Party, as well as those known and anticipated. Each Seller has provided the release in this Article VI voluntarily, with the intention of fully and finally extinguishing all Company Released Matters. Effective upon the consummation of the Minority Purchase pursuant hereto, each Seller acknowledges and agrees, individually and not jointly, that such Seller shall not make any claim related to the Seller Released Matters against any Person that has a right to seek indemnification, contribution or other relief for such claim from any Company Released Party. The release contained in this Article VI shall also be deemed to be a covenant not to xxx. Any breach of this covenant by a Seller not to xxx shall be deemed a breach of this Article VI by such Seller.

Release by the Sellers. (a) Effective upon the consummation as of the Minority Purchase pursuant heretoClosing Date, each Seller, on behalf of himself or itself and his or its successors Affiliates (collectively, the “Seller Related Persons”), hereby absolutely, unconditionally and assignsirrevocably releases and discharges, releasesfully, acquits finally and forever discharges each forever, the Company, each of and its current past, present and former membersfuture Affiliates, Parent OPequity holders, Purchaser and each of their respective Affiliates (including subsidiaries and controlling Persons) and each of their respective employees, managers, partners, directors, officers, employees agents, attorneys, plan administrators, consultants, advisors, representatives and agents in their capacities as suchSubsidiaries and the respective heirs, and each of their respective successors and assigns of each of the foregoing (collectivelytogether, the “Company Released Parties” and individually, a “Company Released Party”) from any and all claims, demands, damages, actionsrights, causes of action, rightsproceedings, costsorders, lossesremedies, expensesobligations, compensation or suits in equity, damages and liabilities of whatsoever kind or naturecharacter arising as a result of any event or condition, in contract or in tort, that such Seller might have (a) because action or inaction of anything done, omitted, suffered or allowed to be done by such the Company Released Parties prior to Parties, from the Closingbeginning of time until the Effective Time, or (b) in connection with or by reason of the Governing Documents of such Company or the transactions contemplated by this Agreement or by the Contribution Agreement, in each case whether heretofore or hereafter accruing, whether foreseen or unforeseen or whether known or unknown to unknown, absolute or contingent, both at Law and in equity, which such Seller Related Person ever had, now has, or ever may have, against any Company Released Party, including in such Seller Related Person’s capacity as a stockholder of the parties, including, without limitation, any matters that may be the subject of a claim for indemnification, contribution or other relief from such Company and pursuant to the Governing Documents of any Contract between such Company (“Seller Related Person and a Company Released MattersParty (as to each Seller Related Person, such Seller Related Person’s “Seller Related Person Claims”). Notwithstanding the foregoing; provided, the following however, that Seller Related Person Claims shall not constitute Company Released Matters: include (i) any claims related to or arising out of this Agreement or any Transaction Document; (ii) with respect to any Seller that is an employee, any rights to accrued or current salary, employee benefits, accrued vacation, or reimbursement for business expenses incurred prior to the Closing Date (subject to the Company’s generally applicable requirements for reporting and documenting such expenses), (iii) any claims by a Seller Related Person who is or was an officer or director of the Company or who serves or served at the request of the Company as an officer, director, trustee or other fiduciary of any other entity for indemnification pursuant to, or permitted by, Section 145 of the Delaware General Corporation Law (but in each case only to the extent that such claims can be satisfied by the Company’s directors and officers liability or other insurance policy), or (iv) any claims by one Seller against a another Seller (other than against such other Seller in his capacity as an officer or director of the Company). (b) Each Seller represents that he or it has not filed and covenants that he or it will not file any complaint or claim against the Company or any other Company Released Party with any Governmental Authority or any other forum in any jurisdiction, based on events occurring on or prior to the Closing Date in relation to any Seller Related Person Claim. Each Seller further represents that he or it has not assigned any Seller Related Person Claim or authorized any other Person to assert any Seller Related Person Claim on his or its behalf. Each Seller shall cause its Seller Related Persons to also comply with this Section 6.06(b). (c) Each Seller expressly acknowledges that the release provided under this Agreement; Section 6.06 is intended to include in its effect all claims within the scope of this release that such Seller does not know or (ii) any claims against a Company Released Party for the actual and intentional fraud of such Company Released Party. Effective upon the consummation of the Minority Purchase pursuant hereto, each Seller further agrees never suspect to commence, aid or participate exist in a manner adverse to any Company Released Party in any legal action or other proceeding based in whole or in part upon any Company Released Matters relating to such Seller. ’s favor at the time of execution hereof, and that this release contemplates the extinguishment of any such claim or claims. (d) Each Seller acknowledges that he or it 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 which are unknown to the releasing or discharging party at the time of execution of the release and discharge. Each Seller, for himself or itself and his or its Seller Related Persons, hereby expressly waives (provided, however, such waiver does not extend to claims arising out of, based upon or relating to the breach by the Buyer of any of the provisions of this Agreement or any of the Transaction Documents), surrenders and agrees to forego any and all protections, rights or benefits to which it otherwise would be entitled by virtue of the existence of any such statute or the common law of any state or jurisdiction with the same or similar effect. Further, it is understood and agreed that the facts in respect of which the release provided under this Section 6.06 is given may turn out to be other than or different from the facts in that respect now known or believed by each Seller to be true; and with such understanding and agreement, each Seller expressly accepts and assumes the risk of facts being other than or different from the assumptions and perceptions as of any date prior to and including the date hereof, and agrees that this release shall apply be in all respects effective and shall not be subject to all unknown termination or unanticipated results rescission by reason of any action such difference in facts. (e) The release provided under this Section 6.06 shall extend to and be binding upon each Seller, his or its legal successors and assigns, and the Seller Related Persons, and shall inure to the benefit of any the Company and the other Company Released Party, as well as those known and anticipated. Each Seller has provided the release in this Article VI voluntarily, with the intention of fully and finally extinguishing all Company Released Matters. Effective upon the consummation of the Minority Purchase pursuant hereto, each Seller acknowledges and agrees, individually and not jointly, that such Seller shall not make any claim related to the Seller Released Matters against any Person that has a right to seek indemnification, contribution or other relief for such claim from any Company Released Party. The release contained in this Article VI shall also be deemed to be a covenant not to xxx. Any breach of this covenant by a Seller not to xxx shall be deemed a breach of this Article VI by such SellerParties.

Release by the Sellers. Effective upon the consummation Each of the Minority Purchase pursuant hereto, each Seller, on behalf of itself and its successors and assigns, releases, acquits Sellers hereby releases and forever discharges each the Buyer, the Company, each of its current and former members, Parent OP, Purchaser and each of their respective Affiliates (including subsidiaries and controlling Persons) and each of their respective directors, officers, employees and agents in their capacities as such, and each of their respective successors Affiliates, successors, and assigns (collectively, the “Company Released Parties”) from any and all claims, demands, damages, actions, causes of action, rightsand liabilities whatsoever, costswhether known or unknown, lossessuspected or unsuspected, expenses, compensation or suits both at law and in equity, of whatsoever kind or nature, in contract or in tort, that such Seller might have (a) because of anything donenow has, omittedhas ever had, suffered or allowed to be done by such may hereafter have, against the Company Released Parties arising contemporaneously with or prior to the ClosingClosing on account of such Seller’s employment as an employee with the Company, including actions under any Legal Requirements relating to discrimination, sexual harassment, wrongful discharge, or (b) breach or interference with employment contract rights arising prior to the Closing Date; provided, however, that nothing contained in connection with or by reason this Section 7.4 will operate to release any obligations of the Governing Documents of such Company Buyer or the transactions contemplated by Company (i) arising under this Agreement or by the Contribution Agreement, in each case whether heretofore or hereafter accruing, whether foreseen or unforeseen or whether known or unknown to the parties, including, without limitation, any matters that may be the subject of a claim for indemnification, contribution or other relief from such Company pursuant to the Governing Documents of such Company (“Company Released Matters”). Notwithstanding the foregoing, the following shall not constitute Company Released Matters: (i) any claims against a Company Released Party under this Agreement; Contemplated Transactions or (ii) any with respect to current claims against a Company Released Party for salaries, wages, or benefits accrued for the actual current pay period but not paid; and intentional fraud provided, further, that no such unreleased claim shall limit the Buyer’s rights to an indemnifiable claim under Article 11 with respect to matters arising out of such Company Released Partyclaim. Effective upon the consummation Each of the Minority Purchase pursuant heretoSellers hereby irrevocably covenants to refrain from asserting any claim or demand, each Seller further agrees never to commenceor commencing or instituting any Proceeding, aid of any kind against the Company, the Buyer, or participate in a manner adverse to any Company Released Party in any legal action or other proceeding of their respective Affiliates based in whole or in part upon any Company Released Matters relating to such Sellermatter released by this Section 7.4. Each Seller acknowledges that this release shall apply to all unknown Notwithstanding the foregoing or unanticipated results of any action of any Company Released Party, as well as those known and anticipated. Each Seller has provided the release other provision in this Article VI voluntarilyAgreement to the contrary, with the intention of fully and finally extinguishing all Buyer shall cause the Company Released Matters. Effective upon the consummation to maintain its existing indemnification provisions as of the Minority Purchase pursuant heretodate hereof with respect to present and former directors, each Seller acknowledges officers, employees, and agreesagents of the Company for all expenses, individually judgments, fines, and not jointly, that such Seller shall not make any claim related amounts paid in settlement by reason of actions or omissions or alleged actions or omissions occurring at or before the Closing to the Seller Released Matters against any Person that has a right to seek indemnification, contribution fullest extent permitted or other relief for such claim from any Company Released Party. The release contained required under applicable law and the Company’s articles of incorporation and bylaws in this Article VI shall also be deemed to be a covenant not to xxx. Any breach effect as of the date of this covenant by Agreement (to the extent consistent with applicable law), for a Seller not period of six years after the Closing, and shall cause the Company to xxx shall be deemed a breach of this Article VI by perform its obligations under such Sellerindemnification provisions in accordance with their respective terms.