Release of Sellers. Except for the indemnification obligations of Sellers as set forth in Section 13(b) and Section 13(c) below, Purchaser hereby releases, remises, and forever discharges Sellers and their respective Affiliates, managers, officers, directors, members, employees, agents and representatives from any and all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, losses, liabilities, diminutions of value, costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”), in law or in equity, known or unknown, which Purchaser might now or subsequently may have, based on, relating to, or arising out of this Agreement or any other agreement, contract or instrument contemplated herein with respect to the Company’s ownership, use, or operation of the Assets, or the condition, quality, status, or nature of the Assets, INCLUDING RIGHTS TO CONTRIBUTION OR COST RECOVERY UNDER ALL ENVIRONMENTAL LAWS, BREACHES OF STATUTORY AND IMPLIED WARRANTIES, NUISANCE OR OTHER TORT ACTIONS, RIGHTS TO PUNITIVE DAMAGES, COMMON LAW RIGHTS OF CONTRIBUTION, ANY RIGHTS UNDER INSURANCE POLICIES ISSUED OR UNDERWRITTEN BY SELLER OR ANY OF SELLER’S AFFILIATES (IN EACH CASE) EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER ACTIVE, PASSIVE, SIMPLE, SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY RELEASED PERSON, INVITEE OR THIRD PERSON, OR BY A PREEXISTING CONDITION.
Release of Sellers. Effective upon the Closing and the delivery by Purchaser of the Class B Joinder to the Secretary of the Company, pursuant to the terms of the LLC Agreement, each Seller shall no longer be a member of the Company in accordance with Section 18-702(b)(3) of the Delaware Act and shall have no further duty, liability, or obligation under the LLC Agreement and the Class B Preferred Membership Interest Certificate.
Release of Sellers. Any liability of the Sellers to any person under this agreement may in whole or in part be released, compromised or compounded or time or indulgence given by that person in its absolute discretion as regards any of the Sellers in respect of such liability without in any way prejudicing or affecting that person’s rights against any other or others of the Sellers under the same or like liability, whether joint or several or otherwise, or any other person’s rights against any of them in any respect.
Release of Sellers. Buyer shall use Commercially Reasonable Efforts to obtain a written release of Sellers effective as of the Closing with respect to obligations arising on or after the Closing Date under any of the Sellers' Agreements or Non-material Contracts assigned to Buyer hereunder.
Release of Sellers. The parties hereto acknowledge and agree that (a) except as provided in the Purchase Agreement or in any document or agreement executed in connection therewith, the assignment by each Seller in Section 2 is made without recourse, representation or warranty of any kind by each Seller, and (b) on and as of the Closing, (i) Peanuts Seller shall have no further obligation, Liability, duty or burden in respect of the Peanuts Interests or as a member of Peanuts Holdings and (ii) IBG Seller shall have no further obligation, Liability, duty or burden in respect of the IBG Interests or as a member of IBGNYC and IBGSCREEN.
Release of Sellers. Effective as of the Closing, with the exception of the obligations, representations and warranties that are expressly set forth in this Agreement, each of the Company and Exxxx (on behalf of themselves and on behalf of their successors and assigns) hereby, generally and unconditionally, release and forever discharge, from and after the Closing, the Sellers and their directors, officers, shareholders, employees, successors and assigns from any and all claims, demands, rights, causes of action, suits, liabilities, obligations, damages, losses, expenses including, (without limitation, attorneys’ fees), penalties and costs of any kind and character whatsoever, whether legal, contractual, statutory, administrative or equitable in nature or otherwise, whether known or unknown, suspected or unsuspected, direct or indirect, absolute, fixed or contingent, that the Company or Exxxx may now or at any subsequent time have or hold against the Sellers or the other released persons described in this sentence and that relate to, or otherwise arise out of, any action or inaction by any of the Sellers during any period prior to the Closing.
Release of Sellers. The Manager shall have released Sellers and their affiliates from any liability associated with an early termination of the Hotel Management Agreements by Buyer following Closing, Buyer having agreed to assume such liability if required by Manager in connection with its release of Sellers.
Release of Sellers. The Purchaser may release, or compromise the liability of, any Seller or grant time or other indulgence to any Seller without releasing or reducing the liability of any other Seller.
Release of Sellers. 8.2.1 The Purchaser may release or compromise the liability of any Seller or grant time or other indulgence to any Seller without releasing or reducing the liability of the other Seller.
8.2.2 Where a liability of one of the Sellers is so released or compromised, the remaining Seller shall continue to be severally liable for that obligation.
Release of Sellers. Upon execution of this Agreement, and in return for valuable consideration, the receipt of which is hereby acknowledged, the TeamStaff Parties release and forever discharge the Sellers Parties, from any and all rights, claims and causes of action, suits, liabilities, obligations, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims and demands, in law or equity, known or unknown, which, against the Sellers Parties, the TeamStaff Parties have, had or may have from the beginning of time through the Effective Date of this Agreement, of any nature whatsoever, including, but not limited to, claims related to any facts, events or circumstances arising or existing on or before the Effective Date, claims arising under all state and local statutes, laws and ordinances prohibiting, without limitation, breach of contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, defamation or fraud and any alleged entitlement to costs fees, or expenses, including attorneys’ fees; provided however, that the foregoing release shall exclude any claims for breach of obligations under this Agreement.
