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. 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. 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. 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. (a) Effective as of the Closing, the Buyer, on behalf of itself and each of its Subsidiaries (including the Acquired Companies), controlled Affiliates, predecessors, successors, Representatives and assigns (each a “Buyer Releasing Party” and collectively, the “Buyer Releasing Parties”), hereby irrevocably releases and forever discharges the Sellers and their respective officers, directors, direct and indirect shareholders and equity holders, employees, Subsidiaries, predecessors, successors and assigns (each a “Buyer Released Party” and collectively, the “Buyer Released Parties”), for and from any and all manners of actions, causes, causes of action, suits, debts, dues, compensation, wages, bonuses, liabilities, losses, damages, rights, costs, expenses (including attorneys’ fees and costs), bonds, bills, covenants, contracts, controversies, executions, claims and demands, of whatever kind or nature, in law or in equity, known or unknown, foreseen or unforeseen, vested or contingent, matured or unmatured, suspected or unsuspected, and whether or not concealed or hidden, whichever have or may have existed, or which do exist, that may now or hereafter at any time be made or brought against any Buyer Released Party by such Buyer Releasing Party by reason of or in connection with any matter, cause, thing, action or omission whatsoever, arising, occurring, relating to or in respect of any time up through and including the Closing Date (collectively, “Buyer Causes of Action”); provided, however, that the term “Buyer Causes of Action” shall not include and nothing in this paragraph will release any Buyer Released Party from any obligations arising out of, relating to or under (i) this Agreement, (ii) any Transaction Agreement accruing after the Closing, (iii) the failure to perform under Contracts after Closing, and (iv) any liabilities that accrue after Closing, including pursuant to Contracts entered into between a Seller Releasing Party and an Acquired Company prior to the Closing (such Buyer Causes of Action, other than those described in this exclusion, collectively, the “Buyer Released Matters”). From and after the date hereof, each Buyer agrees (on behalf of itself and each other Buyer Releasing Party) to not, directly or indirectly (including in a derivative proceeding), assert any claim or demand or commence, institute or maintain, or cause to be commenced, instituted, or maintained, or knowingly facilitate or assist any other party in commencing, institu...
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. 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. From and as of the Closing, each of Central Can, the Purchaser and the Company hereby unconditionally and irrevocably acquits, remises, discharges and forever releases each Seller from any and all Liabilities, Losses and obligations of every kind whatsoever, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, that arise as a result of any claim that the Company may have against any Seller in its capacity as a stockholder or former stockholder of the Company (collectively, the “Seller Released Claims”); provided that the Seller Released Claims shall not include (i) any of the foregoing to the extent arising from the intentional misconduct, fraud or knowing violation of Law, (ii) any rights under any contract to which such Seller is party or subject that has not been terminated prior to the Closing, (iii) any defense or counterclaim in any suit initiated by such Seller or (iv) any claims or rights arising under this Agreement or other agreements entered into in connection herewith or otherwise in connection with the transactions contemplated hereby.
