Common use of Seller Release Clause in Contracts

Seller Release. Effective as of the Closing, each Seller, on behalf of itself and its Affiliates and their respective successors and assigns (each, a “Seller Releasing Party”), hereby unconditionally and irrevocably and forever releases and discharges each Company Entity, and any past, present or future directors, managers, officers, employees, representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons (each, a “Company Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at law or in equity (including arising under any Environmental Laws) that such Seller Releasing Party ever had, now has or ever may have or claim to have against any Company Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 6.5(b) shall be construed as a waiver of any rights under (i) this Agreement, (ii) any Ancillary Agreement or (iii) with respect to any Seller Releasing Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Each Seller, on behalf of itself and the other Seller Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Each Seller, on behalf of itself and the other Seller Releasing Parties, understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Seller Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Each Seller, on behalf of itself and the other Seller Releasing Parties, acknowledges that Parent will be relying on the waiver and release provided in this Section 6.5(b) in connection with entering into this Agreement and that this Section 6.5(b) is intended for the benefit of, and to grant third party beneficiary rights to each Company Released Party to enforce this Section 6.5(b).

Seller Release. Effective as of the Closing, each (a) Each Seller, on behalf of itself and its Affiliates Affiliates, assigns and successors (collectively, the “Seller Releasing Parties”), and any Person claiming by, through or under any of the foregoing, releases, remises, acquits, and forever discharges the Purchaser, the Company, each of the Company’s Subsidiaries, and all of their respective successors past and assigns present officers, directors, stockholders, employees, agents, predecessors, Subsidiaries, Affiliates, successors, assigns, partners, and attorneys (each, a “Purchaser Released Party” and together, the “Purchaser Released Parties”) to the maximum extent permitted by Legal Requirements, from any and all Claims, causes of actions, or other Proceedings (whether at law or in equity), obligations, rights, liabilities, or commitments of any nature whatsoever (collectively, the “Seller Releasing PartyReleased Claims”), hereby unconditionally and irrevocably and forever releases and discharges each Company Entity, and any past, present or future directors, managers, officers, employees, representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons (each, a “Company Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind or character whatsoever, whether known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at law or in equity (including arising under any Environmental Laws) that such Seller Releasing Party Party, individually or as a member of any class, now has, owns, or holds, or has at any time heretofore ever had, now has owned, or ever held, or may have in the future have, own, or claim to have hold, against any Company the Purchaser Released PartyParties, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to any act, omission, or event occurring, or condition existing, at or prior to the pre-Closing period; providedClosing. Notwithstanding the foregoing, that nothing contained in this Section 6.5(b9.6(a) shall be construed as a waiver of not act in any manner to waive or release any rights under or claims against the Purchaser Released Parties (i) arising under this Agreement, any other Transaction Documents, or any other agreement contemplated by this Agreement; (ii) any Ancillary Agreement earned but unpaid compensation and benefits, including under any health retirement or other employee benefit plan provided by the Company or any of its Subsidiaries, together with unreimbursed expenses, and, without limiting the foregoing, any other obligations under employment agreements with such Seller Releasing Parties; and (iii) with respect the obligations of the Purchaser Released Parties to provide indemnification, advancement of expenses and exculpation now existing in favor of any of the Seller Releasing Party who is a natural personParties pursuant to the Organizational Documents of the Company or any of its Subsidiaries, any indemnification, employment in each case as such provisions relate to actions or other similar arrangements (including any such arrangement providing for exculpation omissions occurring on or advancement of expenses). Each Seller, on behalf of itself and prior to the other Seller Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Each Seller, on behalf of itself and the other Seller Releasing Parties, understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Seller Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Each Seller, on behalf of itself and the other Seller Releasing Parties, acknowledges that Parent will be relying on the waiver and release provided in this Section 6.5(b) in connection with entering into this Agreement and that this Section 6.5(b) is intended for the benefit of, and to grant third party beneficiary rights to each Company Released Party to enforce this Section 6.5(b)Closing Date.

Seller Release. Effective as of the Closing, each Seller, on behalf of itself and its Affiliates Affiliates, successors, assigns, heirs, executors, legatees, administrators, beneficiaries, representatives and their respective successors and assigns agents (each, a the “Seller Releasing PartyParties”), hereby unconditionally fully, finally and irrevocably releases, acquits and forever releases and discharges each Company EntityBuyer, and any past, present or future directors, managersits Affiliates, officers, employeesdirectors, predecessors, successors and assigns, and the beneficiaries, heirs, executors, personal or legal representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders insurers and attorneys of any of them (collectively, the foregoing Persons (each, a “Company Buyer Released PartyParties”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges from any and all proceedingscommitments, covenantsClaims, claimspromises, liabilitiesagreements, suitsdebts, judgmentsdamages, accountsLiabilities, actions obligations, costs and causes expenses of action of every kind and nature whatsoever, whether arising from any kind Contract or character whatsoeverin tort, known or unknown, suspected past, present or unsuspected, in Contract, direct or indirect, primary or secondaryfuture, at law or in equity equity, contingent or otherwise (including arising under any Environmental Laws) collectively, a “Potential Claim”), that such Seller Releasing Party ever Parties, or any of them, had, now has or ever may have had at any time in the past until and including the Closing or claim to have that may arise in the future, against the Buyer Released Parties, or any Company Released Partyof them, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising whatsoever occurring at any time at or prior to the Closing, or otherwise related Closing with respect to the pre-Closing period; providedownership or operation of the Facility, the Acquired Assets or the Assumed Liabilities (collectively, the “Buyer Released Matters”), except that the Buyer Released Matters do not include, and nothing contained in this Section 6.5(b) 5.14 shall affect or be construed as a waiver or release by Seller Releasing Parties of, any Potential Claim by any of any rights under the Seller Releasing Parties arising from or relating to (i) this Agreementthe payment of the Purchase Price and any payments resulting from the Purchase Price adjustment pursuant to Section 2.10 on and subject to the terms and conditions hereof, and any Indemnifiable Losses payable by Buyer pursuant to Article 8, (ii) Seller’s right to defend (including through a counterclaim) any Ancillary Agreement claim of indemnification asserted against Seller or (iii) with respect to the performance by Buyer of any Seller Releasing Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Each Seller, on behalf of itself and the other Seller Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Each Seller, on behalf of itself and the other Seller Releasing Parties, understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Seller Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of its obligations under this Agreement. Each Seller, on behalf of itself and the other Seller Releasing Parties, acknowledges that Parent will be relying on the waiver and release provided in this Section 6.5(b) in connection with entering into this Agreement and that this Section 6.5(b) is intended for the benefit of, and to grant third party beneficiary rights to each Company Released Party to enforce this Section 6.5(b).

Seller Release. Effective Release by Seller of UBES and UBEI. Except as of the Closingotherwise provided in Section 6.2 below, each Seller, on behalf of acting for itself and its Affiliates respective Subsidiaries, affiliates, and its and their respective successors and assigns (eachshareholders, a “Seller Releasing Party”)members, hereby unconditionally and irrevocably and forever releases and discharges each Company Entity, and any past, present or future directors, managers, officersemployees, employeesagents, representatives, agentsinsurers, lendersheirs, investorssuccessors and assigns, partnersand each of them (collectively the “Seller Releasing Parties”) does hereby release and forever discharge UBES, principals, UBEI and each of its and their respective members, managers, direct employees, agents, representatives, heirs, successors and assigns who held such status at or indirect shareholders or equityholders prior to the Closing Date (each of any of the foregoing Persons (each, which is hereinafter referred to as a “Company Released PartyBuyer Releasee”), ) of and fromfrom all manner of actions, and hereby unconditionally and irrevocably waivescauses of action, releases and discharges any and all suits, proceedings, debts, dues, duties, accounts, bonds, covenants, claims, liabilities, suitsdemands, damages (known or unknown), grievances, executions, judgments, accountssums of money and liabilities, actions and causes of action demands of any kind or character whatsoever, known both in law and in equity, whether implied or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at law or in equity (including arising under any Environmental Laws) that such express(each a “Seller Releasing Party Claim”), which any of the Seller Releasing Parties ever had, now has or ever hereafter can, shall or may have or claim to have against any Company Released PartyBuyer 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 matterway arising out of any claims for monies, circumstanceadvances, eventsalary, actionwages, inactionbonus, omissionexpenses, cause retirement or thing arising at pension allowances; fees; participation in profits or prior to earnings; dividends or distributions; any other remuneration; or contribution, indemnity or other claims against any of the ClosingBuyer Releasees as a result of UBES or UBEI’s breach of any representation, warranty or otherwise related to the pre-Closing periodcovenant contained in this Agreement; provided, however, that nothing contained in this Section 6.5(b) as to employees of UBES or UBEI, Seller shall be construed not release any claims held by US Bio as of the Effective Date, whether known or unknown, as a waiver result of any rights under (i) this Agreementsuch employee’s fraudulent, (ii) any Ancillary Agreement criminal or (iii) intentionally tortious conduct. Seller further agrees to indemnify Buyer with respect to any obligation of indemnity a Seller Releasing Party who 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 a natural personnot releasing, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Each Seller, on behalf of itself and the other Seller Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Each Seller, on behalf of itself and the other Seller Releasing Parties, understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Seller Releasing Parties, of unknown claims, and acknowledges further covenants and agrees that this waiver is an essential and material term not to, directly or indirectly, join, assist, aid or act in concert in any manner whatsoever with any other Person in the making of this Agreement. Each Seller, on behalf any claim or demand or in the bringing of itself and any proceeding or action in any manner whatsoever against any Buyer Releasee arising out of or in relation to the other Seller Releasing Parties, acknowledges that Parent will be relying on the waiver and release provided matters released or discharged in this Section 6.5(b) in connection with entering into this Agreement and that this Section 6.5(b) is intended for the benefit of6.1 except as may be required by law, and to grant third party beneficiary rights to each Company Released Party to enforce this Section 6.5(b)court order, fiduciary duty or administrative or other governmental requirement.

Seller Release. Effective as By execution of this Agreement, for and in consideration of the Closing, covenants and promises set forth in this Agreement each Seller, on behalf of itself himself and its Affiliates his assigns, heirs, beneficiaries, creditors, representatives, agents and their respective successors and assigns affiliates (each, a “Seller the "Releasing Party”Parties"), hereby unconditionally fully and irrevocably finally releases, acquits and forever releases discharges Company, the Subsidiaries of Company, each other Company Holder and discharges each of Company's, its Subsidiaries’ and other Company EntityHolder's present and former direct or indirect partners, members and any paststockholders and the officers, present or future directors, managerspartners, officersmembers, stockholders, trustees, shareholders, representatives, employees, representatives, agents, lendersaffiliates, investorssubsidiaries, partnerspredecessors, principalssuccessors, membersassigns, managersbeneficiaries, direct or indirect shareholders or equityholders heirs, executors, insurers and attorneys of any of them (collectively, the foregoing Persons (each, a “Company "Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges Parties") from any and all proceedingsactions, covenantsdebts, claims, counterclaims, demands, liabilities, suitsdamages, judgments, accounts, actions and causes of action action, costs, expenses, and compensation of any every kind or character and nature whatsoever, known past, present, or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondaryfuture, at law or in equity (equity, whether known or unknown, which such Releasing Parties, or any of them, had, has, or may have had at any time in the past until and including the date of this Agreement against the Released Parties, or any of them, including but not limited to any claims which relate to or arise out of such Releasing Party's prior relationship with Company or his, her or its rights or status as a stockholder, warrant holder, officer or director of Company, except for claims arising under any Environmental Lawsor pursuant to this Agreement and rights to indemnification, defense and advancement of expense for directors, officers and employees as provided in Section 6(d) above. Each Seller hereby represents and warrants that such Seller Releasing Party ever hadhe, now she or it has or ever may have or claim to have against any Company Released Partyadequate information regarding the terms of this Agreement, for or by reason the scope and effect of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained releases set forth in this Section 6.5(b6(e), and all other matters encompassed by this Section 6(e) shall be construed as a waiver of any rights under (i) to make an informed and knowledgeable decision with regard to this Section 6(e), and that he, she or it has independently and without reliance upon the Released Parties made his, her or its own analysis and decision to enter into this Agreement. Each Seller further agrees not to institute any litigation, (ii) lawsuit, claim or action against any Ancillary Agreement or (iii) Released Party with respect to any Seller Releasing Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expensesand all claims released in this Section 6(e). Each SellerSeller acknowledges that he, on behalf she or it has had the benefit of itself and the other Seller Releasing Parties, expressly waives all rights afforded by any statute which limits the effect advice of a release competent legal counsel with respect to unknown claims. Each Sellerhis, on behalf of itself her or its decision to enter into the release and the other Seller Releasing Parties, understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Seller Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Each Seller, on behalf of itself and the other Seller Releasing Parties, acknowledges that Parent will be relying on the waiver and release agreements provided for in this Section 6.5(b) in connection with entering into 6(e). Each Seller further acknowledges that the consideration payable to him, her or it pursuant to this Agreement provides good and that sufficient consideration for the releases and agreements set forth in this Section 6.5(b6(e). This Section 6(e) is intended for to benefit each of the benefit ofReleased Parties and their respective heirs and personal representatives, and to grant third party beneficiary rights to each Company Released Party whom will be entitled to enforce this Section 6.5(b)the provisions hereof.