Common use of Release of Indemnity Obligations Clause in Contracts

Release of Indemnity Obligations. Effective as of the Closing, the Sellers hereby, on behalf of (a) if such Seller is a natural person, himself or herself and his or her heirs, successors, permitted assigns, executors, administrators, legal representatives and Affiliates, (b) if such Seller is an entity, such Seller and its controlled Affiliates and its and their respective partners, equityholders, directors, officers, managers and employees, and (c) any other successors and permitted assigns of such Persons (collectively, the “Releasing Parties”), hereby fully, forever, irrevocably and unconditionally waive, release and discharge, and agree to hold harmless, the Target Entities and each of their and their respective Affiliates’ officers, directors, employees, members, equityholders, managers, partners, agents, representatives, successors and assigns (the “Released Parties”) from any and all actions, causes of action, suits, debts, covenants, controversies, damages, judgments, executions, obligations, guarantees, security arrangements, claims and demands whatsoever, whether based upon any theory of foreign, federal, state or local statutory, regulatory or common Law, in any contract or agreement of any kind, or in equity or otherwise, and any and all obligations, claims and demands of whatever kind or character, whether vicarious, derivative, or direct, whether fixed, contingent or liquidated, or whether known or unknown, foreseeable or unforeseeable, presently existing or hereafter discovered, that may be or could have been asserted, with respect to or arising during or in connection with any period ending at or prior to the Closing out of any event, occurrence, act or failure to act relating to any Seller or any of their respective Affiliates, including to the extent arising out of such Seller’s relationship with, interest in, or direct or indirect ownership of, any Target Entity at or prior to the Closing, other than (i) any right or claims to any unpaid employment compensation arising prior to the Closing in the ordinary course of business or benefits due from any Target Company under any employee benefit plan of the Target Companies arising prior to the Closing and (ii) obligations of any Released Party, or rights of any Releasing Party, in each case arising under this Agreement or any Ancillary Agreement (collectively, the “Released Matters”).

Release of Indemnity Obligations. Effective as of (a) From and after the Closing, the Sellers herebyeach Seller, on behalf of itself and each of its Affiliates (a) if such Seller is a natural person, himself or herself excluding the Acquired Companies and his or her heirs, successors, permitted assigns, executors, administrators, legal representatives and Affiliates, (b) if such Seller is an entity, such Seller and its controlled Affiliates and its and their respective partners, equityholders, directors, officers, managers and employees, and (c) any other successors and permitted assigns of such Persons (collectively, the “Releasing Parties”Subsidiaries), hereby fullyreleases and forever discharges the Acquired Companies and the Subsidiaries, forever, irrevocably and unconditionally waive, release and discharge, and agree to hold harmless, the Target Entities and each of their respective individual, joint or mutual, past and their respective Affiliates’ present officers, directors, employees, members, equityholders, managers, partners, representatives and agents, representativessuccessors and assigns, in their respective capacities as such (collectively, the “Acquired Company Releasees”), from any and all claims, demands, actions, obligations, contracts, agreements, debts and Liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at Law and in equity, which any of the Sellers or any of their respective Affiliates (other than the Acquired Companies and the Subsidiaries) now has, have ever had or may hereafter have against the respective Acquired Company Releasees arising prior to or contemporaneously with the Closing or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing, whether or not relating to claims pending on, or asserted after, the Closing. Notwithstanding the foregoing, nothing in this Section 5.09(a) shall in any way limit or otherwise restrict any rights the Sellers or any of their respective Affiliates may have against the Purchaser or Dycom or any of their respective Affiliates arising out of, relating to or in connection with this Agreement, the License Agreement or the Ancillary Agreements and the transactions contemplated hereby or thereby or those contracts or arrangements set forth in Section 5.10 of the Disclosure Schedule. (b) From and after the Closing, each of the Acquired Companies and the Subsidiaries hereby releases and forever discharges the Sellers and their respective Affiliates, and each of their respective individual, joint or mutual, past and present officers, directors, employees, representatives and agents, successors and assigns in their respective capacities as such (collectively, the “Released PartiesSeller Releasees”) from any and all claims, demands, actions, causes of action, suits, debts, covenants, controversies, damages, judgments, executions, obligations, guaranteescontracts, security arrangementsagreements, claims debts and demands Liabilities whatsoever, whether based upon any theory of foreign, federal, state or local statutory, regulatory or common Law, in any contract or agreement of any kind, or in equity or otherwise, and any and all obligations, claims and demands of whatever kind or character, whether vicarious, derivative, or direct, whether fixed, contingent or liquidated, or whether known or unknown, foreseeable suspected or unforeseeableunsuspected, presently existing both at Law and in equity, which any such Acquired Companies or Subsidiaries now has, have ever had or may hereafter discovered, that may be or could have been asserted, with respect against the respective Seller Releasees arising prior to or arising during or in connection contemporaneously with any period ending at or prior to the Closing or on account of or arising out of any eventmatter, occurrence, act cause or failure to act relating to any Seller or any of their respective Affiliates, including to the extent arising out of such Seller’s relationship with, interest in, or direct or indirect ownership of, any Target Entity at event occurring contemporaneously with or prior to the Closing, other than (iwhether or not relating to claims pending on, or asserted after, the Closing. Notwithstanding the foregoing, nothing in this Section 5.09(b) shall in any right way limit or claims otherwise restrict any rights the Purchaser or any of its Affiliates may have against the Sellers or their Affiliates arising out of, relating to any unpaid employment compensation arising prior to or in connection with this Agreement, the Closing License Agreement or the Ancillary Agreements and the transactions contemplated hereby or thereby or those contracts or arrangements set forth in the ordinary course of business or benefits due from any Target Company under any employee benefit plan Section 5.10 of the Target Companies arising prior to the Closing and (ii) obligations of any Released Party, or rights of any Releasing Party, in each case arising under this Agreement or any Ancillary Agreement (collectively, the “Released Matters”)Disclosure Schedule.