Common use of Seller Release Clause in Contracts

Seller Release. Effective as of the Closing, each Seller hereby releases and forever discharges each Company and each of its past and present officers, directors, employees and agents (individually, a “Releasee” and collectively, the “Releasees”) from any and all claims, demands, actions, arbitrations, audits, hearings, investigations, litigations, suits (whether civil, criminal, administrative, investigative or informal), causes of action, orders and liabilities whatsoever, whether known or unknown, suspected or unsuspected, contingent or otherwise, both at law and in equity, of any kind, character or nature whatsoever (“Claims”) which such Seller now has or has ever had against the respective Releasees however arising and that relate in any way to such Seller’s indirect or direct ownership of any Ownership Interest in any Company, including the Equity Interests. The scope of the release shall include all Claims (a) relating to a breach of any fiduciary duty owed by the Releasees to any Company and arising from any such Ownership Interest or (b) relating to any breach of the Organizational Documents of any Company, as such may be amended; provided, however, that the foregoing release and discharge shall not release (i) Buyer of its obligations or liabilities to such Seller pursuant to this Agreement, or (ii) any benefits under the Plans, including Welfare Benefit plans, practices, policies and programs provided by any Company arising prior to the Closing in connection with the employment of such Seller. Each Seller understands and agrees that it is expressly waiving all Claims against the Releasees covered by this Section 13.17, including those Claims that it may not know of or suspect to exist which, if known, may have materially affected the decision to provide this Agreement, and such Seller expressly waives any rights under applicable Law that provide to the contrary. Each Seller hereby ratifies each and every amendment to the Organizational Documents of any Company and each and every merger of any Company or any of its respective predecessors effected at a time prior to the Closing when such Seller owned any Ownership Interests of such Company or any such predecessor.

Seller Release. Effective Subject to the next sentence, effective as of the ClosingClosing Date, each the Sellers, on behalf of themselves, their Affiliates and their respective successors and assigns (collectively, the “Seller Releasing Parties”), hereby releases irrevocably and unconditionally release and forever discharges each Company discharge (a) the Companies and each of its past their respective current and present former officers, directors, employees employees, successors and agents assigns, (individuallyb) solely with respect to the business conducted by U.S. Seller and Mexico Seller with the U.S. Assets and the Mexico Assets, a “Releasee” 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 “ReleaseesBuyer Released Parties”) of and from any and all claims, demands, actions, arbitrations, audits, hearings, investigations, litigations, suits (whether civil, criminal, administrative, investigative or informal), causes of action, orders suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and liabilities covenants (whether express or implied), and all other claims and demands whatsoever, whether known including any rights to indemnification, contribution or unknown, suspected or unsuspected, contingent or otherwise, both at law and in equity, of any kind, character or nature whatsoever (“Claims”) which such Seller now has or has ever had against the respective Releasees however arising and that relate in any way to such Seller’s indirect or direct ownership of any Ownership Interest in any Company, including the Equity Interests. The scope of the release shall include all Claims (a) relating to a breach of any fiduciary duty owed by the Releasees to any Company and arising reimbursement from any such Ownership Interest Buyer Released Parties, in each case whether arising in law or (b) relating to any breach of the Organizational Documents of any Company, as such may be amended; provided, however, that the foregoing release in equity and discharge shall not release (i) Buyer of its obligations or liabilities to such Seller whether pursuant to this Agreement, or (ii) any benefits under the Plans, including Welfare Benefit plans, practices, policies and programs provided by any Company arising prior to the Closing in connection with the employment of such Seller. Each Seller understands and agrees that it is expressly waiving all Claims against the Releasees covered by this Section 13.17, including those Claims that it may not know of or suspect to exist which, if known, may have materially affected the decision to provide this Agreement, and such Seller expressly waives any rights under applicable Law that provide to the contrary. Each Seller hereby ratifies each and every amendment to the Organizational Documents of any Company and the Buyer Released Parties, Contracts or otherwise, which the Seller Releasing Parties may have against each and every merger of the Buyer Released Parties, now or in the future, in respect of any Company cause, matter or any of its respective predecessors effected at a time prior to thing occurring before the Closing when such solely in connection with the business conducted by the Companies or the business conducted by U.S. Seller owned 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 Ownership Interests of such Company or any such predecessorBuyer Released Party.

Seller Release. Effective as Each Seller, on such Seller’s behalf and on behalf of such Seller’s respective Affiliates, legal representatives, heirs, successors and assigns (collectively, the Closing“Seller Releasing Parties”), each Seller hereby absolutely, unconditionally and irrevocably releases and forever discharges each the Company and each of its past respective present and present former subsidiaries, successors and assigns, and their respective directors, officers, directorsmanagers, members, agents and employees and agents (individually, a “Releasee” and collectively, the “ReleaseesCompany Released Parties”) from any and all claimsActions, Liabilities, Losses, costs, reimbursements, damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise), demands, actionsrecoveries, arbitrationsindemnities and obligations of any kind, auditsin law, hearings, investigations, litigations, suits (whether civil, criminal, administrative, investigative at equity or informal), causes of action, orders and liabilities whatsoeverotherwise, whether known or unknown, whether concealed or hidden, whether disclosed or undisclosed, whether contingent or absolute, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether foreseen or unforeseen, whether anticipated or unanticipated, whether suspected or unsuspected, contingent unsuspected and whether arising by operation of law or otherwise, both at law and in equityincluding with respect to conduct that is negligent, of any kindgrossly negligent, character willful, intentional, with or nature whatsoever (“Claims”) which such Seller now has without malice or has ever had against the respective Releasees however arising and that relate in any way to such Seller’s indirect or direct ownership of any Ownership Interest in any Company, including the Equity Interests. The scope of the release shall include all Claims (a) relating to a breach of any fiduciary duty owed by duty, Law or rule, which such Seller Releasing Parties ever have had, or ever in the Releasees future may have against the Company Released Parties and which are based on acts, events or omissions occurring up to any Company and arising from any such Ownership Interest or including the Closing Date (b) relating to any breach of the Organizational Documents of any Company, as such may be amended“Released Claims”); provided, however, that the foregoing release and discharge shall not release (i) Buyer release, impair or diminish, and the term “Released Claims” shall not include, in any respect, the Sellers’ rights under this Agreement or the other Transaction Documents. Each Seller, on behalf of its obligations or liabilities to such Seller pursuant and the Seller Releasing Parties, agrees not to, and agrees to this Agreementcause such Seller’s respective Affiliates not to, whether in such Seller’s own capacity, as successor, by reason of assignment or otherwise, assert, commence, join in, or (ii) assist or encourage any benefits under the Plansthird party in asserting, including Welfare Benefit plans, practices, policies and programs provided by any Released Claim against any Company arising prior to the Closing in connection with the employment Released Party. Each Seller, on behalf of such Seller. Each Seller understands and agrees the Seller Releasing Parties, hereby waives any rights that it is expressly waiving all Claims against such Seller or any Seller Releasing Party may have under any Law which provides that a general release does not extend to claims which the Releasees covered by this Section 13.17, including those Claims that it may releasing party does not know of or suspect to exist whichin the releasing party’s favor at the time of executing the release, which if known, known by such the releasing party may have materially affected such the decision to provide this Agreement, and such Seller expressly waives any rights under applicable Law that provide to the contraryreleasing party’s settlement. Each Seller hereby ratifies each acknowledges that the foregoing waiver was separately bargained for and every amendment to the Organizational Documents is a key element of any Company and each and every merger of any Company or any of its respective predecessors effected at a time prior to the Closing when such Seller owned any Ownership Interests of such Company or any such predecessorthis Agreement.

Seller Release. Effective as of the Closing, each Seller hereby releases the Sellers do for themselves and forever discharges each Company and each of its past and present their officers, directors, employees stockholders, Affiliates, employees, partners, heirs, beneficiaries, successors and assigns, if any, hereby irrevocably and unconditionally release and absolutely forever discharge the Acquired Companies and their respective officers, directors, stockholders, Affiliates, employees, administrators and agents (individuallyeach, a “Releasee” and collectively, the “ReleaseesCompany Released Party”) from and against all Seller Released Matters. As used herein, the term “Seller Released Matters” means any and all claimsClaims, demandsdamages, actionsdebts, arbitrationsliabilities, audits, hearings, investigations, litigations, suits obligations (whether civil, criminal, administrative, investigative including any rights of contribution or informalindemnity obligations), costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action, orders and liabilities action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, contingent that the Sellers now have, at any time previously had, or otherwiseshall or may have in the future arising with respect to their direct or indirect ownership interest in the Acquired Companies or by virtue of or in any matter related to any actions or inactions with respect to the Acquired Companies, both at law and in equityeach case on or before the Closing Date; provided, that the Seller Released Matters shall not include (i) any rights granted to the Sellers under this Agreement or the Seller Documents or the Company Documents, (ii) in the case of any kind, character or nature whatsoever (“Claims”) which such Seller now has or has ever had against the respective Releasees however arising and that relate in any way to such Seller’s indirect or direct ownership is an employee of any Ownership Interest in any a Target Company, including rights to compensation accrued prior to the Equity Interests. The scope Closing Date under Benefit Plans provided to the Purchaser prior to the date hereof, or (iii) any rights of the release shall include all Claims (a) relating to a breach of any fiduciary duty owed by the Releasees indemnification pursuant to any Company and arising from any such Ownership Interest Indemnification Agreement or (b) relating to any breach of the Organizational Documents of any Company, as such may be amended; provided, however, the Acquired Companies with respect to actions or events that the foregoing release and discharge shall not release (i) Buyer of its obligations or liabilities to such Seller pursuant to this Agreement, or (ii) any benefits under the Plans, including Welfare Benefit plans, practices, policies and programs provided by any Company arising took place prior to the Closing in connection with the employment of such Seller. Each Seller understands and agrees that it is expressly waiving all Claims against the Releasees covered by this Section 13.17, including those Claims that it may not know of or suspect to exist which, if known, may have materially affected the decision to provide this Agreement, and such Seller expressly waives any rights under applicable Law that provide to the contraryClosing. Each Seller hereby ratifies each represents and every amendment warrants that it or he has not assigned any Claims released or purported to the Organizational Documents of be released pursuant to this Section 8.11 to any Company and each and every merger of any Company or any of its respective predecessors effected at a time prior to the Closing when such Seller owned any Ownership Interests of such Company or any such predecessorother Person.

Seller Release. Effective (a). Provided that the Closing shall be completed, effective as of the ClosingClosing Date, each Seller and its controlled Affiliates, successors and assigns (the “Seller Releasing Parties”), hereby releases (but subject to exclusions hereafter set out in this Section 8.9) fully and unconditionally release, acquit and forever discharges each Company discharge Buyer and each of its past the Group Companies and present officerstheir respective equityholders, controlling persons, directors, employees and agents officers, employees, agents, Representatives, controlled Affiliates, members, managers, general or limited partners, or assignees (individuallyor any former, current or future equityholder, controlling person, director, officer, employee, agent, representative, controlled Affiliate, member, manager, general or limited partner, or assignee of any of the foregoing) (each, a “Releasee” and collectively, the “ReleaseesSeller Released Party”) from any and all manner of actions, causes of actions, claims, obligations, demands, actionsdamages, arbitrationscosts, auditsexpenses, hearings, investigations, litigations, suits (whether civil, criminal, administrative, investigative compensation or informal), causes of action, orders and liabilities whatsoeverother relief, whether known or unknown, suspected whether in law or unsuspected, contingent or otherwise, both at law and in equity, of any kindthat such party ever had, character or nature whatsoever (“Claims”) which such Seller now has or has ever had may have or claim to have against the respective Releasees however any Seller Released Party arising and that relate in any way to such Seller’s indirect out of or direct ownership of any Ownership Interest in any Company, including the Equity Interests. The scope of the release shall include all Claims (a) relating to a breach of any fiduciary duty owed by or accruing from their relationship with the Releasees to any Company and arising from any such Ownership Interest or (b) relating to any breach of the Organizational Documents of any Company, as such may be amended; provided, however, that the foregoing release and discharge shall not release (i) Buyer of its obligations or liabilities to such Seller pursuant to this Agreement, or (ii) any benefits under the Plans, including Welfare Benefit plans, practices, policies and programs provided by any Company arising other Group Companies prior to the Closing Date (including in connection respect of the management or operation of the Group Companies) (collectively, the respective “Seller Released Claims”) but excluding any and all claims under this Agreement and the other Transaction Documents and any and all Claims based on Fraud. Provided that the Closing shall be completed, effective as of the Closing Date, the Seller Releasing Parties expressly waive all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Without limiting the employment generality of such Seller. Each the foregoing, each Seller understands Releasing Party waives all rights under, and acknowledges and agrees that it is expressly waiving all Claims against the Releasees covered has read and understands and has been fully advised by this Section 13.17, including those Claims that it may not know of or suspect to exist which, if known, may have materially affected the decision to provide this Agreement, and such Seller expressly waives any rights under applicable Law that provide its attorneys as to the contrarycontents of, Section 1542 of the Civil Code of the State of California, 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. Each Seller hereby ratifies Releasing Party understands the significance of this release of unknown claims and waiver of statutory protection against a release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Each Seller Releasing Party acknowledges that Buyer will be relying on the waiver and release provided in this Section 8.9 in connection with entering into this Agreement and that this Section 8.9 is intended for the benefit of, and to grant third party rights to each and every amendment Released Party to the Organizational Documents of any Company and each and every merger of any Company or any of its respective predecessors effected at a time prior to the Closing when such Seller owned any Ownership Interests of such Company or any such predecessorenforce this Section 8.9.