Seller Release. Effective as of the Closing, Seller, on behalf of itself, its Affiliates, and its and their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (collectively, the “Seller Releasing Parties”), hereby unconditionally and irrevocably waives, releases, remises and forever discharges the Sale Entities and its and their respective partners, members, predecessors, directors, officers, employees, agents, representatives, successors and assigns (each, a “Releasee”) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingent, relating to or arising in connection with the operation of the businesses of the Sale Entities on or prior to the Closing Date; provided, however, that such release shall not operate to release any such Releasee (a) from any of the terms, conditions or other obligations under this Agreement or the Transition Services Agreement or (b) in the case of the Releasees who are or were directors, officers or employees of any Sale Entity or any of its respective Affiliates, for rights under indemnification provisions of the Organizational Documents of any such Sale Entity or Affiliate, as applicable, or directors’ or officers’ or other fiduciary liability insurance policies of any Seller Releasing Party in favor of any Releasees, and rights under any employment, stock option, bonus or other employment or compensation agreements or plans. Each of Seller, and its Affiliates acknowledges that it is aware that such Seller or Affiliate may hereafter discover facts different from or in addition to the facts which such Seller or Affiliate now knows or believes to be true with respect to the subject matter of this Agreement, but that such Seller or Affiliate intends that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Seller shall, and shall cause its Affiliates to, refrain from, directly or indirectly, asserting any claim or demand or commencing any Action that it knows is directly conflicting with this Section 11.16.
Seller Release. Effective as of the Closing, Seller, for itself, its Affiliates, and for its successors and assigns (the “Seller Releasing Parties”), hereby releases, acquits and absolutely forever discharges each of Parent, Buyer and their Affiliates, successors and assigns and their respective past, present and future employees, officers, directors, stockholders, licensees, agents, administrators, insurers and attorneys (the “Buyer Released Parties”) from and against, and covenants not to sue upon, all Seller Released Matters. “Seller Released Matters” means any and all claims, suits, demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of 52 Case 2:19-cv-02963-MWF-JPR Document 27-2 Filed 07/24/19 Page 54 of 98 Page ID #:681 Execution Copy the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the...
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 XXXXXX’X 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. 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. Release by Seller of UBES and UBEI. Except as otherwise provided in Section 6.2 below, Seller, acting for itself and its respective Subsidiaries, affiliates, and its and their shareholders, members, directors, managers, employees, agents, representatives, insurers, heirs, successors and assigns, and each of them (collectively the “Seller Releasing Parties”) does hereby release and forever discharge UBES, UBEI and each of its and their respective members, managers, employees, agents, representatives, heirs, successors and assigns who held such status at or prior to the Closing Date (each of which is hereinafter referred to as a “Buyer Releasee”) of and from all manner of actions, causes of action, suits, proceedings, debts, dues, duties, accounts, bonds, covenants, claims, liabilities, demands, damages (known or unknown), grievances, executions, judgments, sums of money and liabilities, demands of any kind whatsoever, both in law and in equity, whether implied or express(each a “Seller Releasing Party Claim”), which any of the Seller Releasing Parties ever had, now has or hereafter can, shall or may have against any Buyer Releasee as a member, manager, employee, agent or representative of UBEI or UBES or as a party to this Agreement, as the case may be, or in any other capacity for or by reason of or in any way arising out of any act, cause, matter or thing done or omitted to be done whatsoever occurring at any time up to the Closing, including, without limitation, for or by reason of or in any way arising out of any claims for monies, advances, salary, wages, bonus, expenses, retirement or pension allowances; fees; participation in profits or earnings; dividends or distributions; any other remuneration; or contribution, indemnity or other claims against any of the Buyer Releasees as a result of UBES or UBEI’s breach of any representation, warranty or covenant contained in this Agreement; provided, however, that as to employees of UBES or UBEI, Seller shall not release any claims held by US Bio as of the Effective Date, whether known or unknown, as a result of such employee’s fraudulent, criminal or intentionally tortious conduct. Seller further agrees to indemnify Buyer with respect to any obligation of indemnity a Seller Releasee may have against Buyer with respect to any claim for fraudulent, criminal or intentionally tortious conduct which Seller makes against such Buyer Releaseee. Other than with respect to those claims which Seller is not releasing, S...
Seller Release. Buyer shall rely solely upon Xxxxx’s own knowledge of the Property based on its investigation of the Property and Xxxxx 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 Xxxxx’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. 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 as of, and from and after the Closing and without any further action by Seller:
Seller Release. Effective as of the Closing, Seller, Parent and Bank, for itself and on behalf of each Affiliate controlled by any of them, and each of their successors and assigns (each, a “Seller Releasor”) hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all claims, demands, Liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of Action of whatever kind or nature, whether known or unknown, which Seller Releasor has, may have or might have or may assert now or in the future, against Business or the Buyer solely with respect to or relating to the Business or any of their Affiliates, successors, assigns, executors, officers, directors, equityholders, partners, managers and employees (in each case in their capacity as such) (each, a “Releasee”), arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, to the extent occurring or existing on or prior to the Closing; provided, however, that nothing contained in this Section 7.8 shall release, discharge, waive or otherwise affect the rights or obligations of any party (i) to the extent arising under this Agreement or any Transaction Document or (ii) that cannot be released pursuant to applicable Law. Seller, Parent and Bank shall, and shall cause each Seller Releasor to, refrain from, directly or indirectly, asserting any Action, claim or demand or commencing, instituting or maintaining, or causing to be commenced, any Action or other proceeding of any kind against any Releasee based upon any matter released pursuant to this Section 7.8.
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.
