Seller Releases. (a) Effective as of the Core Portfolio Closing Date, HUD Portfolio Closing Date or Casablanca Option Closing Date, as applicable, in consideration of the mutual covenants and agreements contained herein, including the consideration to be received by Sellers, each Seller, in its capacity as a selling equityholder, hereby irrevocably releases and forever discharges each Acquired Company, for the benefit of each such Acquired Company and the Buyer and their respective Affiliates, Subsidiaries and predecessors and their respective past and present managers, directors, officers, employees and agents, and each of their respective successors, heirs, assigns, executors and administrators (collectively, the “Released Persons”) of and from all manner of action and actions, cause and causes of action, suits, rights, debts, dues, sums of money, accounts, bonds, bills, covenants, Contracts, controversies, omissions, promises, variances, trespasses, damages, liabilities, judgments, executions, claims and demands whatsoever, in law or in equity against the Released Persons which each Seller ever had, now has or which it hereafter can, shall or may have, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter or cause arising at any time on or prior to the applicable closing date referenced above; provided, however, that nothing herein shall operate to release any obligation of any Acquired Company or the Buyer under the Transaction Documents or the Assumed Indebtedness or Assumed HUD Portfolio Indebtedness; provided, further, that the rights waived with respect to the Acquired Companies shall only relate to the Acquired Companies, the HUD Companies, Casablanca Holdings and the Casablanca Subsidiaries as the same are actually purchased and sold as of the Core Portfolio Closing Date, the HUD Portfolio Closing Date and the Casablanca Option Closing Date, as applicable. No Seller has assigned any such claim set forth in this Section 6.7(a).
(b) Each Seller hereby covenants not to xxx or to institute or cause to be instituted any action in any federal, state or local agency or any court or other tribunal against the Released Persons that is related directly or indirectly to any of the matters released in Section 6.7(a). If any Seller sues or otherwise institutes any such action, that action shall be dismissed upon presentation of this Agreement to the applicable agency, court or tribunal.
Seller Releases. The parties hereto agree to use their reasonable best efforts to cause each of the guarantors (the "GUARANTORS") of the guarantees set forth on Schedule 11.12 to the Price Disclosure Schedule (the "GUARANTEES") to be released from any and all obligations arising from the Guarantees on or after the Closing Date; provided, however, that to the extent any Guarantor is required to make a payment with respect to a Guarantee (i) after the date hereof but prior to the Closing Date, such Guarantor shall be subrogated to the rights of the Person who enforced such Guarantee against Guarantor, and such subrogation shall not be subject to the Closing Release of such Guarantor, and (ii) after the Closing Date, (x) if there is an otherwise unsatisfied Loss for which such Guarantor must indemnify NGP or Newco pursuant to Article XII or XV, the amount of such Loss otherwise payable by such Guarantor shall be reduced by an amount equal to the payment such Guarantor made pursuant to such Guarantee (provided that if the amount paid by such Guarantor exceeds the amount of such Loss, the excess amount shall be subject to clause (y)) or (y) if there is no such Loss, such Guarantor shall be subrogated to the rights of the Person who enforced such Guarantee against such Guarantor.
Seller Releases. The Buyer shall have received all of the Seller Releases duly executed and delivered by the Sellers.
Seller Releases. Effective as of the Closing, each Seller, on such Seller’s own behalf and on behalf of such Seller’s past, present and future agents, attorneys, administrators, heirs, executors, spouses, trustees, beneficiaries, representatives, successors and assigns claiming by or through such Seller, hereby absolutely, unconditionally and irrevocably RELEASES and FOREVER DISCHARGES each of the Acquired Companies, and their respective past, present and future directors, managers, members, shareholders, officers, employees, agents, subsidiaries, affiliates, attorneys, representatives, successors and assigns, from the following: all claims (including any derivative claim on behalf of any Person), actions, causes of action, suits, arbitrations, proceedings, debts, liabilities, obligations, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, fees, expenses, judgments, executions, indemnification rights, claims and demands arising out, relating to, against or in any way connected with any of the Acquired Companies, in respect of any and all agreements, liabilities or obligations entered into or incurred on or prior to the Closing Date, or in respect of any action taken or event occurring or circumstances existing on or prior to the Closing Date, whether or not relating to claims pending on, or asserted after, the Closing Date; provided, however, that the foregoing release does not extend to, include or restrict or limit in any way, and each Seller hereby reserves such Seller’s rights, if any, and the right of the other Sellers, if any, (a) to pursue (or cause or permit to be pursued by the Representative) any and all claims, actions or rights that such Seller may now or in future have solely on account of rights of such Seller under this Agreement, the Escrow Agreement or any other documents entered into in connection herewith or therewith, (b) to receive payments of any unpaid accrued payroll, accrued bonuses, severance benefits, vacation and similar benefits (including unpaid business expense reimbursement) exiting as of the Closing Date, (c) its rights to receive the Purchase Price including its portion of the Escrow Amount, (d) any other claim that may arise in the future based on events or circumstances occurring in the future, (e) its rights to be indemnified under the certificate of formation or bylaws, or other similar governing documents, of an Acquired Company and (f) the rights under this Section 5.14; provided, further, th...
Seller Releases. Each Seller shall have executed a release in the form attached hereto as Exhibit J.
Seller Releases. As a material inducement for Timothy R. Robinson, Gia Bokuchava and Nino Doijashvili to enter into xxxx Xxxxxxx 0 xx thxx Xxxxxxxxx, Seller, effective as of the Closing Date, hereby releases, for itself and its successors and assigns, Timothy R. Robinson, Gia Bokuchava and Nino Doijashvili of and from axx xxx xxx xxxxxx, chxxxxx, xxxxxxints, demands, actions, promises, liabilities, obligations and causes of action whatsoever, whether at law or equity, whether known or unknown, fixed or contingent, and whether asserted or not, that Seller may have had, may now have or may hereafter acquire with respect to such persons' respective employment agreements, including any amendments thereto, with Seller or otherwise arising in connection with their employment with or separation from Seller; provided, however, for purposes of clarification, that this Section 9(c) shall not serve as a release of any claim, charge, complaint, demand, action, promise, liability, obligation or cause of action arising out of this Agreement or any other agreement entered into in connection with the proposed sale of the Business to Tulix pursuant to this Agreement, or arising out of any fraud, willful misconduct, or criminal act.
Seller Releases. (a) Effective as of the Closing, each Seller, solely in its capacity as a present or former shareholder of Company and not in its capacity as a present or former officer, director or employee of Company, agrees not to sxx and fully releases and discharges Company and its shareholders, directors, officers, assigns, and successors, past and present (collectively, “Releasees”), with respect to and from the Shareholders Agreement and any and all claims, issuances of Company’s stock, notes or other securities, any demands, rights, liens, Contracts, covenants, Proceedings, causes of action, obligations, debts, and Losses of whatever kind or nature in law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, all of which each Seller now owns or holds or has at any time owned or held against Releasees. Nothing in this Section 7.6 will be deemed to constitute a release by any Seller of any right of such Seller under this Agreement or any other Transaction Document.
(b) It is the intention of each Seller that such release be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention each Seller hereby expressly waives, effective as of the Closing, any and all rights and benefits conferred upon him by the provisions of applicable Legal Requirements, including Section 1542 of the California Civil Code and expressly consents that this release will be given full force and effect according to each and all of its express terms and provisions, including as well, those related to unknown and unsuspected claims, demands and causes of action, if any, as those relating to any other claims, demands and causes of action hereinabove specified, but only to the extent such section is applicable to releases such as this. Section 1542 provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
Seller Releases. Effective as of the Closing Date, each Seller hereby releases, remises, and forever discharges each of the Dialysis Companies and their respective officers, directors, employees, and insurers, and their respective successors and assigns, and each of them (hereinafter individually and collectively, the "Releases") of and from any and all claims, demands, debts, accounts, covenants, agreements, obligations, costs, expenses, actions or causes of action of every nature, character or description, now accrued or which may hereafter accrue, without limitation of law, equity or otherwise, based in whole or in part on any facts, conduct, activities, transactions, events or occurrences known or unknown, which have or allegedly have existed, occurred, happened, arisen or transpired from the beginning of time to the Closing Date (the "Released Claims"). Each Seller represents and warrants that no Released Claim released herein has been assigned, expressly, impliedly, or by operation of Law, and that all Released Claims of such Seller released herein are owned by such Seller, who has the sole authority to release them. Each Seller agrees that such holder shall forever refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding, judicial, administrative, or otherwise, or otherwise attempting to collect or enforce any Released Claims which are released and discharged herein.
Seller Releases. Effective as of the Closing, each Seller hereby releases, and forever discharges, the Releasees from any Claims and Liabilities arising under or relating to the Shares, the Company or its predecessors in interest, or any of the Company’s respective businesses or assets, including any Liability with respect to fiduciary or similar duties or arising under or pursuant to any stockholders’ agreement, employment agreement, or consulting agreement or other compensation arrangement, whether known or unknown, suspected or unsuspected, both at law and in equity, which such Seller now has or has ever had, or hereafter has against the respective Releasees as a result of any act, circumstance, occurrence, transaction, event, or omission at or prior to the Closing. Notwithstanding the foregoing, Sellers shall not release, and this Section 4.7 shall not be deemed to affect, any claim of any Seller with respect to (a) any obligation of Buyer or the Company pursuant to this Agreement or (b) any right to receive salaries, wages, bonuses, employee benefits, and expenses that have accrued in respect of employment with the Company in the ordinary course of business prior to the Closing and that have not been paid. “Releasees” means Company, Buyer, Buyer’s Affiliates, and each of their respective successors and assigns.
Seller Releases. Each Seller and their respective successors, assigns, heirs, executors, administrators and representatives, hereby fully release, remise, acquit and fully discharge Parent, Purchaser, and their Affiliates, and their respective directors, officers, employees, attorneys, shareholders and agents from any and all claims, Actions, causes of action and other rights that such Seller has, has ever had or may hereafter have against them arising contemporaneously with or prior to the Closing Date, other than with respect to any right, title or interest of the Sellers under or related to this Agreement and the agreements contemplated to be executed in connection herewith. Without limitation, the release referenced in the preceding section releases Parent, Purchaser, and their Affiliates, and their respective directors, officers, employees, attorneys, shareholders and agents from any and all claims, Actions, causes of action and other rights related to or arising from any bankruptcy, insolvency, receivership or similar proceeding involving the Company, or any fraudulent conveyance, de facto merger or successor liability Laws. The release contemplated by this PARAGRAPH 4.12 shall be subject to the Closing of the transactions contemplated by this Agreement.
