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. Effective upon the consummation of the Minority Purchase pursuant hereto, each Each Seller, on behalf of itself for such Seller and its such Seller’s successors and assigns, releasesdoes hereby irrevocably and unconditionally release, acquits remise, acquit and forever discharges each Company, each of its current discharge the Company 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 suchthe Buyer, and each of their respective Affiliates, Representatives, lenders, successors and assigns (collectivelyassigns, the “Company Released Parties”) of and from all and any and all manner of claims, demandsactions, damages, actionsrights, causes of action, rightssuits, obligations, liabilities, debts, due sums of money, agreements, promises, damages, judgments, executions, accounts, expenses, costs, lossesattorneys’ fees and demands whatsoever, expensesexcept as provided in this Agreement, compensation whether in law or suits in equity, whether known or unknown, matured or unmatured, foreseen or unforeseen, arising out of whatsoever kind events existing or nature, in contract occurring contemporaneously with 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; provided, or (b) in connection with or by reason however, that nothing contained herein shall operate to release any obligations of the Governing Documents of such Company or the transactions contemplated by Buyer, and their Affiliates, Representatives, lenders, successors and assigns, to any Seller or such Seller’s successors and assigns: (a) arising under or pursuant to this Agreement and the Transaction Documents executed in connection therewith, including any Seller’s right to be paid the Purchase Price or by the Contribution Agreement, in each case whether heretofore or hereafter accruing, whether foreseen or unforeseen or whether known or unknown any rights 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 indemnification arising under this Agreement; or (iib) in the event that such person is now, or was at any claims against a time in the past, an officer or director of the Company Released Party for or any of its Subsidiaries, any statutory right or rights created by the actual and intentional fraud Company’s or its Subsidiary’s Organizational Documents to indemnification now existing in favor of such Company Released Party. Effective upon the consummation Seller or such Seller’s successors and assigns with respect to such person’s activities as an officer or director of the Minority Purchase pursuant heretoCompany or any of its Subsidiaries, each Seller further agrees never but with respect 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 subsection (b) only to the Seller Released Matters against extent the Buyer or any Person that has a right of its Affiliates, Representatives, lenders, successors and assigns is not entitled to seek indemnification, contribution or other relief for indemnification in connection with 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 matter under the terms of this covenant by a Seller not to xxx shall be deemed a breach of this Article VI by such SellerAgreement.

Release by the Sellers. Effective upon At the consummation effective time of the Minority Purchase pursuant heretoClosing, each SellerSeller (each a “Releasor”), on behalf of itself such Seller and its such Seller’s respective beneficiaries, heirs, successors and assignsassigns irrevocably, absolutely and fully releases, acquits remises, relieves, relinquishes, waives 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 suchthe Acquired Companies, and each of their respective officers, directors, employees, agents, Affiliates, direct and indirect equity holders, lenders, representatives, successors and assigns (collectively, the “Company Released Parties”) ), from any and all claimsClaims, demandscounterclaims, damages, actions, causes of action, rights, costs, losses, expensespayments, compensation or suits in equityobligations, debts, accountings, Liens, costs and expenses (including attorneys’ fees and costs) of whatsoever any kind or nature, fixed or contingent, direct or indirect, several or otherwise, known or unknown, suspected or unsuspected, xxxxxx or inchoate, claimed or unclaimed, in contract law or in equity, whether arising from, in or out of tort, statute (whether state, federal or local) or Contract or any other common law, administrative or similar cause of action, right or remedy (collectively, the “Released Claims”), that such Seller might Releasor may have (a) because against any of anything done, omitted, suffered or allowed to be done by such Company the Released Parties prior to from the beginning of time until the effective time of Closing, or (b) in connection with or by reason of the Governing Documents other than rights under this Agreement and any ancillary agreements. Such Releasor, on behalf of such Company or Releasor’s respective heirs, successors and assigns, specifically waives 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 benefits of any action statutory or common law of any Company state, which in effect provides that a general release does not extend to Released PartyClaims which the creditor does not know or suspect to exist in his favor. It is expressly understood and agreed that the releases contained in this Section 12.13 are intended to cover and do cover all known facts and/or Released Claims, as well as any further facts and/or Released Claims within the scope of such Released Claims not known or anticipated, but which may later develop or be discovered, including all the effects and consequences thereof. Such Releasor, on behalf of such Releasor’s respective successors and assigns, acknowledge that they may hereafter discover facts in addition to, or different from, those known and anticipated. Each Seller has provided which they now believe to be true with respect to the release subject matter of the Released Claims released in this Article VI voluntarilyAgreement, with but agree that they have taken that possibility into account in reaching this Agreement, and that 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 releases given in this Article VI shall also Agreement will be deemed and remain in effect notwithstanding the discovery or existence of any such additional or different facts, as 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 which such SellerReleasor expressly assumes the risk.

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.

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 against a Company Released Party under related to or arising out of this AgreementAgreement or any Transaction Document; or (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 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 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 xxx shall the extent that such claims can be deemed a breach satisfied by the Company’s directors and officers liability or other insurance policy), or (iv) any claims by one Seller against another Seller (other than against such other Seller in his capacity as an officer or director of this Article VI by such Sellerthe Company).