Common use of Release of Sellers Clause in Contracts

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. Except for the indemnification obligations of Sellers as set forth in Section 13(bNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BUT SUBJECT IN ALL CASES TOANY RIGHT TO INDEMNIFICATION BY ANY PURCHASER INDEMNITEES UNDER ARTICLE 15 FOR ANY BREACH OF REPRESENTATION, WARRANTY OR COVENANT OF SELLER UNDER THIS AGREEMENT, PURCHASER (FOR ITSELF AND ON BEHALF OF ALL OTHER PURCHASER INDEMNITEES) and Section 13(cHEREBY WAIVES ALL CLAIMS, CAUSES OF ACTIONS, CONTRACTUAL RIGHTS AND RIGHTS UNDER ANY APPLICABLE LAW, THAT ANY PURCHASER INDEMNITEE MIGHT HAVE AGAINST ANY SELLER INDEMNITEE FOR, AND PURCHASER (FOR ITSELF AND ON BEHALF OF ALL PURCHASER INDEMNITEES) belowHEREBY RELEASES ALL SELLER INDEMNITEES FROM, Purchaser hereby releasesALL VIOLATIONS OF ANY APPLICABLE LAW AFFECTING THE PROPERTY OR THE BUSINESS, 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 AssetsWHETHER KNOWN OR UNKNOWN TO PURCHASER, INCLUDING RIGHTS (A) ANY FAILURE TO COMPLY WITH THE AMERICANS WITH DISABILITIES ACT OF 1990, AND (B) ANY LIABILITY OR RIGHT OF CONTRIBUTION RELATING TO, OR COST RECOVERY UNDER ALL ENVIRONMENTAL LAWS, BREACHES OF STATUTORY AND IMPLIED WARRANTIES, NUISANCE OBLIGATION TO MITIGATE OR OTHER TORT ACTIONS, RIGHTS TO PUNITIVE DAMAGES, COMMON LAW RIGHTS OF CONTRIBUTIONREMEDIATE, ANY RIGHTS UNDER INSURANCE POLICIES ISSUED ENVIRONMENTAL CONDITION IN, ON, UNDER, OVER OR UNDERWRITTEN BY SELLER MIGRATING FROM OR ANY OF SELLER’S AFFILIATES (IN EACH CASE) EVEN IF CAUSED IN WHOLE OR IN PART BY ONTO 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 CONDITIONPROPERTY.

Release of Sellers. Except As a material inducement to Sellers to enter into this agreement and consummate the transactions contemplated hereby, Buyer, for itself, its controlled Affiliates (other than the indemnification obligations of Sellers as set forth in Section 13(b) and Section 13(c) below, Purchaser hereby releases, remisesReleasees), and forever discharges Sellers its and their such Affiliates’ respective Affiliates, managersrepresentatives, officers, directors, partners, managers, members, employees, agents successors and representatives assigns (collectively, the “Buyer Releasing Parties”), hereby unconditionally and irrevocably releases and discharges each of the Sellers, each Seller’s Affiliates (other than the Buyer Releasing Parties), and their and such Affiliates’ respective representatives, officers, directors, managers, members, employees, successors and assigns (collectively, the “Seller Releasees”) from any and all claims, damagesdemands, actions, causes of action, suits, proceedingsjudgments, demandsexecutions, assessments, adjustmentsdamages, losses, liabilitiesexpenses or other amounts whatsoever, diminutions of valuewhenever arising, costs and expenses (including, without limitation, reasonable attorneys’ fees) whether known or unknown (collectively, “LossesClaims”) which such Buyer Releasing Party ever had, now have or hereafter can, shall or may have arising from or related to (a) this agreement and the consummation of (or any failure to consummate) the transactions contemplated hereby (other than as a result of Sellers’ breach of their obligations hereunder), (b) the Sellers’ acquisition and ownership of the Common Units transferred to Buyer hereunder, or (c) Sellers’ exercise of their rights and privileges under the LLC Agreement on or prior to the date hereof, including pursuant to Section 5.9 of the LLC Agreement (collectively, the “Buyer Released Claims”). Each of the Buyer Releasing Parties irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in law any way, or cause to be commenced or instituted, any claim, litigation, arbitration or proceeding of any kind against any Seller Releasee based upon any Buyer Released Claim. Without in any way limiting any rights and remedies otherwise available to any Seller Releasee, each of the Buyer Releasing Parties shall indemnify and hold harmless each Seller Releasee from and against and shall pay to each Seller Releasee the amount of, or reimburse each Seller Releasee for all connection with (i) the assertion by or on behalf of such Buyer Releasing Party of any Buyer Released Claim, and (ii) the assertion by any third party of any claim or demand against any Seller Releasee which claim or demand arises directly or indirectly from, or in equityconnection with, known any assertion by or unknown, which Purchaser might now or subsequently may have, based on, relating to, or arising out on behalf of such Buyer Releasing Party against such third party of any Buyer Released Claim. Each of the Buyer Releasing Parties acknowledges and agrees that the execution of this Agreement Release does not constitute any manner whatsoever an admission of liability on the part of any Seller Releasee for any Buyer Released Claim, and that such liability is specifically denied. If any provision of this Release is held invalid or unenforceable by any court of competent jurisdiction, the other agreement, contract provisions of this Release will remain in full force and effect. Any provision of this Release held invalid or instrument contemplated herein with respect unenforceable only in part or degree will remain in full force and effect to the Company’s ownership, use, extent not held invalid 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 CONDITIONunenforceable.

Release of Sellers. Except for (a) Effective as of the indemnification obligations Closing, the Buyer, on behalf of Sellers as set forth in Section 13(b) itself and Section 13(c) beloweach of its Subsidiaries (including the Acquired Companies), Purchaser controlled Affiliates, predecessors, successors, Representatives and assigns (each a “Buyer Releasing Party” and collectively, the “Buyer Releasing Parties”), hereby releases, remises, irrevocably releases and forever discharges the Sellers and their respective Affiliates, managers, officers, directors, membersdirect and indirect shareholders and equity holders, employees, agents Subsidiaries, predecessors, successors and representatives assigns (each a “Buyer Released Party” and collectively, the “Buyer Released Parties”), for and from any and all claimsmanners of actions, causes, causes of action, suits, debts, dues, compensation, wages, bonuses, liabilities, losses, damages, actionsrights, suitscosts, proceedingsexpenses (including attorneys’ fees and costs), bonds, bills, covenants, contracts, controversies, executions, claims and demands, assessments, adjustments, losses, liabilities, diminutions of value, costs and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”)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 Purchaser might do exist, that may now or subsequently may havehereafter 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, based oncause, thing, action or omission whatsoever, arising, occurring, relating toto 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 arising out of this Agreement cause to be commenced, instituted, or maintained, or knowingly facilitate or assist any other agreementparty in commencing, contract instituting or instrument contemplated herein maintaining, any claim or proceeding of any kind against any of the Buyer Released Parties based upon or 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 CONCURRENTany Buyer Released Matter(s), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY RELEASED PERSON, INVITEE OR THIRD PERSON, OR BY A PREEXISTING CONDITION.