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. (i) Subject to Section 8.5(a)(ii), as of the Effective Time, the Seller hereby forever fully and irrevocably releases and discharges Purchaser, USGP, Company, the Service Entities and their respective predecessors, successors, direct or indirect subsidiaries, stockholders, members, partners, managers, directors, officers, employees, agents, and representatives (collectively, the “Purchaser Released Parties”), from any and all Proceedings, Orders or Liabilities of any kind and nature whatsoever in law or equity, or otherwise (including claims for damages, costs, expenses, and attorneys’, brokers’ and accountants’ fees and expenses) arising out of or related to USGP, Company, or the Service Entities or the Seller’s direct or indirect ownership of equity in USGP, Company, or the Service Entities, which the Seller can, shall or may have against the Purchaser Released Parties, whether known or unknown, suspected or unanticipated as well as anticipated and that now exist or may hereinafter accrue based on matters now known as well as unknown (collectively, the “Purchaser Released Claims”), and hereby irrevocably agrees to refrain from asserting any Proceeding of any kind before any Governmental Authority against any Purchaser Released Party based upon any Purchaser Released Claim. Notwithstanding the preceding sentence of this Section 8.5(a)(i), “Purchaser Released Claims” does not include, and the provisions of this Section 8.5(a)(i) shall not release or otherwise diminish, (a) the obligations of Purchaser, USGP, or Company expressly set forth in any provisions of this Agreement or the other Transaction Documents, (b) the obligations of USGP and Company to indemnify, defend and hold harmless its managers, officers, partners and employees under their respective organizational and/or governing documents or (c) the obligations of any insurer under any insurance policy.
(ii) None of the provisions set forth in the release in Section 8.5(a)(i) shall be deemed a waiver by Seller of any right or remedy that Seller may have, at law or in equity, based on Intentional Fraud of Purchaser in connection with the transactions contemplated by this Agreement, nor shall any such provisions limit, or be deemed to limit, (A) the amounts of recovery sought or awarded in any such claim for Intentional Fraud, (B) the time period during which a claim for Intentional Fraud may be brought or (C) the recourse that Seller may seek against Purchaser with respect to a claim for Intentional...
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. (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. 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. 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. (a) Effective upon the Closing, Seller hereby irrevocably releases and forever discharges the Company and the Company's past, present and future officers, directors, employees, agents, shareholders, partners, managers, successors, representatives, assigns and affiliates (other than Purchaser) (the "Releasees"), as the case may be, from (i) any and all claims, liabilities, costs, expenses, rights, causes of action, suits, litigation, proceedings, arbitrations, demands, however arising, whether at law or equity, actual or contingent, known or unknown arising solely out of, or relating solely to, the Seller's ownership (direct or indirect) of any debt or equity interests in the Company (including, the shares of Company Stock) and (ii) any and all obligations, whether previously or now existing, up to and through the Closing Date, which the Company may have to, or have incurred for the benefit or on behalf of, Seller, whether pursuant to law, contract, provision of the Company's charter documents or otherwise, arising solely out of, or relating solely to, the Seller's ownership (direct or indirect) of any debt or equity interests in the Company (including, without limitation, the shares of Company Stock); provided, that this release shall not extend to claims or obligations arising out of, or relating to this Agreement or consummation of the Transactions.
(b) Seller acknowledges and agrees that the consideration received by Seller for the execution and delivery of this Agreement, including the consideration received by Seller for the shares of Company Stock, was fully negotiated and bargained for and constitutes full and fair consideration for the agreements and releases by Seller set forth in this Agreement.
(c) Seller confirms that he has carefully read the provisions of this Section 6.8 and that he has reviewed such provisions with his attorney and has consulted therewith regarding his rights and obligations hereunder, that he has had ample and sufficient opportunity to consider the terms of this Section 6.8 without duress or coercion. Accordingly, Seller forever waives all rights to assert that the release contained in this Section 6.8 was the result of a mistake in law or in fact or to assert that any or all of the legal theories or factual assumptions used for negotiating purposes are for any reason inaccurate or inappropriate.
(d) Seller acknowledges that, in executing the release contained in this Section 6.8, he is not relying on any representations, ...
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, on behalf of such Seller and such Seller’s Related Parties (other than the other Sellers), hereby (i) generally, irrevocably, unconditionally, and completely releases and forever discharges each of the Releasees from, and hereby irrevocably, unconditionally, and completely waives and relinquishes, each of the Released Claims, and (ii) irrevocably covenants to refrain from, directly or indirectly, asserting any Released Claim, or commencing, instituting, or causing to be commenced, any litigation, action, audit, suit, investigation or proceeding of any kind against any Releasee with respect to the Released Claims.
(c) 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).
Seller Release. As of immediately after the Closing and effective upon payment by the Buyer to such Seller (or to the Representative on such Seller’s behalf) of the Purchase Consideration to which such Seller is entitled at Closing, each Seller, to the fullest extent permitted by Applicable Law, hereby releases and forever discharges the Company, the Buyer, its Subsidiaries, each Equityholder Party, their successors and assigns (individually, a “Releasee” and collectively, “Releasees”) from any and all claims, demands, proceedings, causes of action, orders, judgments, obligations, contracts, agreements, debts, losses, costs, expenses, damages and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity (“Claims”), which the undersigned now has, has ever had or may hereafter have against the respective Releasees to the extent arising as a result of such Seller’s equity ownership or investment in the Company and its Subsidiaries on and prior to the Closing Date (collectively, the “Released Matters”). The “Released Matters” shall also include, in the case of any Seller that is an Odyssey Investment Partnership, any Claims, rights, or obligations of any Odyssey Investment Partnership under any contract or arrangement with the Company or any of its Subsidiaries not disclosed to Buyer prior to the date hereof. For the avoidance of doubt, in no event shall the foregoing release and discharge extend to, and in no event shall the “Released Matters” include, (a) any Claims or rights of such Seller or any other Equityholder Party under any contract, agreement or arrangement disclosed on the Company Disclosure Letter, (b) any Claims or rights such Seller or any other Equityholder Party, has as a holder of debt securities, or Agent for such holders of debt securities, of the Company or any of their Subsidiaries (including the Senior Credit Facility, the Opco Notes and the Holdco Notes), (c) any Claims or rights to reimbursement, indemnification or contribution of such Seller or such Seller’s Agents in his, her or its capacity as an officer, director, manager, stockholder or employee of the Company and/or any of its Subsidiaries (whenever arising) under the Organizational Documents of the Company and/or any of its Subsidiaries, any insurance policies maintained by or on behalf of the Company and/or any of its Subsidiaries or Applicable Law, (d) any Claims or rights for compensation, benefits or vacation pay owed to any Seller that is an empl...
Seller Release. Effective as of the Closing, the Seller, on its own behalf and on behalf of any related entities, predecessors, successors, affiliates, divisions, subsidiaries, parent companies, and any of its or their assigns, attorneys, accountants, auditors, and past and present officers, directors, employees, members, partners, principles, shareholders, and trustees (collectively, “Releasors”), hereby releases and forever discharges each of Parent, the Buyer and the Company and any related entities, predecessors, successors, affiliates, divisions, subsidiaries, parent companies, and any of its or their assigns, attorneys, accountants, and past and present officers, directors, employees, members, partners, principles, shareholders, and trustees (collectively “Released Parties”), from any and all payments, damages, costs, fees, claims, demands, causes of action, actions, fees and expenses (including interest and penalties due and payable with respect thereto and reasonable attorneys’ and accountants’ fees and any other reasonable out-of-pocket expenses incurred in investigating, preparing, defending or settling any action), obligations, liabilities, penalties and losses, known or unknown, contingent or accrued, now existing or hereafter arising (collectively, “Claims”) that Releasors, and each of them, shall or may have, own or hold, or which they any time heretofore had owned or held against the Released Parties by reason of, arising out of or in connection with any matter of whatever nature or character from the beginning of time through and including the date hereof (collectively “Released Claims”) and further agrees not to institute any litigation, lawsuit, claim, action or other proceeding against any Released Parties in respect of any and all Released Claims; provided, however, that nothing in this release (this “Release”) shall be construed to release, acquit or discharge any Claims or rights that any of the Releasors has or may have under this Agreement. Seller hereby represents and warrants, on behalf of itself and the other Releasors, that each such Releasor (a) has access to adequate information regarding the terms of this Agreement, the facts underlying the Released Claims, the scope and effect of the releases set forth herein, and all other matters encompassed by this Agreement to make an informed and knowledgeable decision with regard to entering into this Agreement, (b) has not assigned any Released Claims and (c) has not relied on any other person or ent...
