Seller Release Sample Clauses

Seller Release. (a) Except as otherwise provided in this Agreement and, effective as of the Closing, each Seller on behalf of itself and each of its agents, trustees, beneficiaries, Affiliates, heirs, successors, assigns, members and partners (collectively, the “Seller Releasing Parties”), hereby fully, irrevocably and unconditionally waives, releases, acquits and forever discharges, to the fullest extent permitted by Law, Buyer, the Company and each current, former and future holders of any equity, voting, partnership, limited liability company or other interest in, and each director, officer, manager, employee, member, partner, agent, attorney, representative, affiliate, heir, assignee or successor of the Company, Buyer or any Affiliate thereof (in their capacity as such) (collectively, the “Buyer Released Parties”) from any and all claims, demands, damages, legal proceedings, causes of action, rights, costs, losses, expenses, compensation or suits in equity, of whatsoever kind or nature, in contract or in tort, at law or in equity (collectively, “Claims”), that any Seller Releasing Party has or might have in each case arising out of anything done, omitted, suffered or to be done by any Released Party, in each case, whether heretofore accrued and whether foreseen or unforeseen or known or unknown, relating to any matter, claim or right arising at any time on or prior to the Closing (collectively, the “Seller Released Claims”); provided, that, notwithstanding the foregoing, the Seller Released Claims shall not include any Claims under this Agreement, the Related Agreements, the Transactions or any Stock Recipient’s ownership of Buyer Stock, if applicable (the “Excluded Claims”). Each of the Buyer Released Parties shall be an intended third party beneficiary of this Section 6.5 and is entitled to directly enforce the releases contained in this Section 6.5. (b) Each Seller hereby covenants not to, and shall cause its Affiliates not to, sue the Buyer Released Parties with respect to any of the Seller Released Claims or to initiate or voluntarily participate in any administrative or arbitral proceeding against the Buyer Released Parties with respect to any Seller Released Claims; provided, that such Seller shall not be restricted from bringing Claims arising under or out of the Excluded Claims. (c) Each such Seller understands that the release set forth in this Section 6.5 is a full and final general release of all Seller Released Claims, that could have been asserted in any...

Seller Release. Buyer shall rely solely upon ▇▇▇▇▇’s own knowledge of the Property based on its investigation of the Property and ▇▇▇▇▇ agrees that it shall, subject to the express warranties, representations and conditions contained in this Agreement, assume the risk that adverse matters, including defects and adverse physical and environmental conditions may not have been revealed by ▇▇▇▇▇’s examination. Except as expressly set forth in this Agreement to the contrary, Buyer releases Seller and its respective successors and assigns from and against any and all claims that Buyer has or may have arising from or related to any matter or thing related to or in connection with the Property. This release shall be given full force and effect according to each of its express terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. To the extent required to be operative, the disclaimers and warranties contained herein are “conspicuous” disclaimers for purposes of any applicable law, rule, regulation or order.

Seller Release. Subject to the next sentence, effective as of the Closing Date, the Sellers, on behalf of themselves, their Affiliates and their respective successors and assigns (collectively, the “Seller Releasing Parties”), hereby irrevocably and unconditionally release and forever discharge (a) the Companies and each of their respective current and former officers, directors, employees, successors and assigns, (b) solely with respect to the business conducted by U.S. Seller and Mexico Seller with the U.S. Assets and the Mexico Assets, the Business Employees and (c) solely with respect to the business conducted by U.S. Seller and Mexico Seller with the U.S. Assets and the Mexico Assets, Buyer and its permitted assignees pursuant to Section 12.5 and the Business Employees (clauses (a), (b) and (c), collectively, the “Buyer Released Parties”) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or implied), and all other claims and demands whatsoever, including any rights to indemnification, contribution or reimbursement from any Buyer Released Parties, in each case whether arising in law or in equity and whether pursuant to the Organizational Documents of the Buyer Released Parties, Contracts or otherwise, which the Seller Releasing Parties may have against each of the Buyer Released Parties, now or in the future, in respect of any cause, matter or thing occurring before the Closing solely in connection with the business conducted by the Companies or the business conducted by U.S. Seller or Mexico Seller with the U.S. Assets and the Mexico Assets. The preceding sentence does not apply to (1) the liabilities and obligations of or performance by the Buyer Parties under this Agreement and the Ancillary Agreements, including the Assumed Liabilities, (2) causes or matters that occur after the Closing and (3) fraud, bad faith or intentional misconduct by any Buyer Released Party.

Seller Release. Each Seller Party on such Seller Party’s own behalf and on behalf of each Seller Party’s heirs, successors, trustees, executors, administrators, Affiliates, assigns and any other Person that may claim by, through or in the right of such Seller Party (collectively, the “Releasing Parties”), hereby irrevocably waives, releases and discharges the Purchaser, the Target Group Members and their Affiliates, and each of their respective past, present or future officers, directors, employees, agents, general or limited partners, managers, management companies, members, stockholders, shareholders, equity holders, controlling persons, Representatives or Affiliates, or any heir, executor, administrator, successor or assign of any of the foregoing (collectively, the “Released Parties”) from any and all Actions, proceedings, causes of actions, demands, rights, damages, Indebtedness, Liabilities, dues, sums of money, accounts, reckonings, costs, expenses, responsibilities, covenants, Contracts, controversies, agreements and claims of any kind or nature whatsoever, arising on or prior to the Closing Date, whether in such Releasing Party’s capacity as an equityholder, employee, officer or director of any Target Group Member or otherwise, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, including claims for dividends, distributions or profits of any Target Group Member(collectively, the “Released Claims”), and the Releasing Party shall not seek to recover any amounts or any other remedy in connection therewith or thereunder from any Released Party, other than accrued but unpaid salary or other compensation, benefits under Employee Plans, or perquisites otherwise due the Releasing Party as an employee or independent contractor to the Target Group Members as of the Closing Date, in each case in exchange for bona fide services performed by the Releasing Party as an employee or independent contractor; provided, however, that the foregoing release will not be construed to apply to or release any claims relating to or arising under this Agreement, the Ancillary Agreements, the Target Group Members’ Organizational Documents, or any directors’ or officers’ liability insurance policy (including the Tail Policy). Seller Parties specifically waive the benefits of any Law of any state or province, which in effect provides that a general release does not extend to Released Claims which the creditor does not know or suspect to exist in his favor....

Seller Release. (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, SELLERS, ON BEHALF OF THEMSELVES AND THEIR PARTNERS, MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “SELLER RELEASORS”) HEREBY AGREE THAT (1) EACH JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY AND SUBSIDIARY SHALL BE, AND ARE HEREBY, FULLY AND FOREVER RELEASED AND DISCHARGED FROM ANY AND ALL CLAIMS, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, IN LAW OR IN EQUITY, THAT THE SELLER RELEASORS MAY HAVE AGAINST ANY JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY OR SUBSIDIARY, NOW OR IN THE FUTURE AND (2) BUYER, AND EACH OF BUYER’S PARTNERS, MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “BUYER RELEASEES”) SHALL BE, AND ARE HEREBY, FULLY AND FOREVER RELEASED AND DISCHARGED FROM ANY AND ALL CLAIMS, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE ASSETS, THE PROPERTIES, THE ELAN LOAN DOCUMENTS, THE MIRAMONTE LOAN DOCUMENTS, THE ARROWHEAD LOAN DOCUMENTS, THE AFFILIATE LOAN DOCUMENTS, THE JUNIPER RIDGE LOAN DOCUMENTS, THE ▇▇▇▇▇▇’▇ PRESERVE LOAN DOCUMENTS, CONTRACTS, MANAGEMENT AGREEMENTS, LEASING AGREEMENTS, THE SUBSIDIARY AGREEMENTS OR THE JOINT VENTURE AGREEMENTS, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE ASSETS OR THE PROPERTIES OR ANY LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OR MATTER (REGARDLESS OF WHEN IT FIRST APPEARED) RELATING TO OR ARISING FROM (I) THE PRESENCE OF ANY ENVIRONMENTAL PROBLEMS, OR THE USE, PRESENCE, STORAGE, RELEASE, DISCHARGE, OR MIGRATION OF HAZARDOUS MATERIALS ON, IN, UNDER OR AROUND THE PROPERTIES REGARDLESS OF WHEN SUCH HAZARDOUS MATERIALS WERE FIRST INTRODUCED IN, ON OR ABOUT THE PROPERTIES, (II) ANY PATENT OR LATENT DEFECTS OR DEFICIENCIES WITH RESPECT TO THE ASSETS, AND (III) ANY AND ALL MATTERS RELATED TO THE ASSETS OR ANY PORTION THEREOF; Table of Contents PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY BUYER RELEASEE, JOINT VENTURE ENTITY, WHOLLY OWNED ENTITY OR SUBSIDIARY BE RELEASED FROM ANY CLAIMS ARISING FROM THE BREACH OF, OR PURSUANT TO THE INDEMNIFICA...

Seller Release. Purchaser acknowledges that it has had the opportunity to inspect the Seller Properties and to observe its physical characteristics and existing conditions as Purchaser deems necessary, and Purchaser hereby FOREVER RELEASES AND DISCHARGES Seller from all responsibility and liability (other than that arising under the representations, warranties or covenants of Seller expressly set forth in this Agreement or due to Seller’s fraud), including without limitation, liabilities and responsibilities for the physical, environmental or legal compliance status of the Seller Properties, whether arising before or after the Signing Date, and regarding the condition, valuation, salability or utility of the Seller Properties, or its suitability for any purpose whatsoever (including, but not limited to, with respect to the presence in the soil, air, structures and surface and subsurface waters, of Hazardous Material or other materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Seller Properties under current or future federal, state and local laws, regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous Material on, under, adjacent to or otherwise affecting the Seller Properties). Except as to representations, warranties or covenants of Seller expressly set forth in this Agreement, Purchaser further hereby WAIVES (and by Closing this transaction will be deemed to have WAIVED) any and all objections and complaints (including, but not limited to, federal, state and local statutory and common law based actions, and any private right of action under any federal, state or local laws, regulations or guidelines to which the Seller Properties is or may be subject, including, but not limited to, Environmental Laws) concerning the physical characteristics and any existing conditions of the Seller Properties, including, without limitation, the lessor’s obligations under the Real Property Leases relating to the physical, environmental or legal compliance status of the Seller Properties, whether arising before or after the Signing Date. Purchaser further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Seller Properties and, except as to representa...

Seller Release. Effective upon the Closing, the Seller, on behalf of itself, and its past, present and future subsidiaries, parents, divisions, Affiliates, agents, representatives, insurers, attorneys, successors and assigns, all solely in such capacity, (collectively, the “Seller Releasing Parties”), hereby release, remise, acquit and forever discharge (a) Purchaser and its past, present and future subsidiaries, parents, divisions, Affiliates, agents, representatives, insurers, attorneys, successors and assigns, and each of its and their respective directors, managers, officers, employees, shareholders, members, agents, representatives, attorneys, contractors, subcontractors, independent contractors, owners, insurance companies and partners (collectively, the “Buyer Released Parties”), from any and all claims, contracts, demands, causes of action, disputes, controversies, suits, cross-claims, torts, losses, attorneys’ fees and expenses, obligations, agreements, covenants, damages, liabilities, costs and expenses (collectively, “Disputes”) arising on or prior to the Closing Date, whether known or unknown, whether anticipated or unanticipated, whether claimed or suspected, whether fixed or contingent, whether yet accrued or not, whether damage has resulted or not, whether at law or in equity, whether arising out of agreement or imposed by statute, common law of any kind, nature, or description, including, without limitation as to any of the foregoing, any claim by way of indemnity or contribution, which any Seller Releasing Party has, may have had or may hereafter assert against any Buyer Released Party and

Seller Release. Simultaneously with the Closing, Seller, on behalf of itself and its Affiliates (other than the Companies), hereby unconditionally and irrevocably releases and forever discharges, effective as of and forever after the Closing Date, to the fullest extent permitted by Law, each of the Companies and their respective officers, directors, managers and employees from any and all debts, Liabilities, Proceedings, judgments or controversies of any kind whatsoever (collectively, “Pre-Transaction Claims”) that Seller and its Affiliates (other than the Companies), may possess, if any, against any Company and its respective officers, directors, managers and employees, including, to the extent arising out of or based upon any agreement or understanding or act or failure to act (INCLUDING ANY ACT OR FAILURE TO ACT THAT CONSTITUTES ORDINARY OR GROSS NEGLIGENCE OR RECKLESS OR WILLFUL MISCONDUCT OR STRICT LIABILITY), misrepresentation, omission, transaction, fact, event or other matter, in each case occurring prior to the Closing Date (whether based at law or in equity or otherwise, foreseen or unforeseen, matured or unmatured, known or unknown, accrued or not accrued) (collectively, “Pre-Transaction Matters”), including: (a) claims by Seller or its Affiliates (other than the Companies) with respect to repayment of loans or other indebtedness; (b) any rights, titles and interests in, to or under any agreements, arrangements or understandings to which Seller or any of its Affiliates (other than the Companies), is a party; and (c) claims by Seller and its Affiliates (other than the Companies), with respect to dividends, distributions, violations of preemptive rights and Seller’s status as a member or other security holder of any of the Companies; provided, however, that this Section 10.1 shall not apply to any Claim for Indemnification, debts, Liabilities, Proceedings, judgments or controversies of any kind whatsoever pursuant to this Agreement or the other Transaction Documents. Seller, on behalf of itself and its Affiliates (other than the Companies), hereby further agrees, from and after the Closing Date, not to file or initiate any Proceeding before any Governmental Authority on the basis of or respecting any Pre-Transaction Claim concerning any Pre-Transaction Matter that is released under this Section 10.1. Notwithstanding anything in this Section 10.1 to the contrary, the Parties agree that this Section 10.1 shall not limit Refining Company’s obligations under Section ...

Seller Release. (a) Each Seller (i) represents, warrants, and acknowledges that such Seller has been fully advised by such Seller’s attorney that, under certain statutory or common-law principles applied in certain states, a general release does not extend to claims that a creditor does not know or suspect to exist in such creditor’s favor at the time of executing the release, which if known by such creditor must have materially affected such creditor’s settlement with the debtor, and (ii) hereby expressly waives the benefits thereof and any rights such Seller may have under any statute or common law principle of similar effect in any jurisdiction. (b) Each Seller hereby acknowledges and intends that this release will be effective as a bar to each and every one of the Released Claims and expressly consents that this release will be given full force and effect in accordance with every express term or provision, including those (i) relating to any Released Claims or (ii) relating to unknown and unsuspected Released Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and/or unanticipated claims). Each Seller relinquishes all rights and benefits, if any, afforded by Section 1542 of the California Civil Code (and any analogous law of any other state, locality or other jurisdiction) and does so understanding and acknowledging the significance and consequence of such specific waiver of Section 1542, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”