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).
Seller Releases. (a) Effective as of the Closing Date, 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 Casablanca Subsidiary (for the benefit of each such Casablanca Subsidiary 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 Closing Date; provided, however, that nothing herein shall operate to release any obligation of any Casablanca Subsidiary or the Buyer under the Transaction Documents or the Assumed Indebtedness. No Seller has assigned any such claim set forth in this Section 6.7(a).
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 9.8 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 the Acquiror pursuant to Section X or XIII, 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. Save and except for any rights of Sellers under this Agreement, effective as of the Closing Date, Sellers, for themselves, and their Related Persons and each of their respective members, managers, officers, directors, employees, successors, assigns, agents and Representatives (collectively, the “Seller Releasing Parties”), hereby finally, unconditionally, irrevocably and absolutely fully releases, acquits, remises and forever discharges the Company and any of their Related Persons, and their respective officers, directors, members, managers, employees, subsidiaries, predecessors, successors, assigns, agents and Representatives, from any and all actions, suits, debts, sums of money, interest owed, accounts, contribution obligations, reckonings, bonds, bills, covenants, controversies, agreements, guaranties, promises, undertakings, variances, trespasses, credit memoranda, charges, damages, judgments, executions, obligations, costs, expenses, fees (including attorneys’ fees and court costs), counterclaims, claims, demands, causes of action and Liabilities (the “Seller Claims”) existing as of the Closing Date accruing to Sellers and the Seller Releasing Parties in any capacity whatsoever, including but not limited to: (i) all of Sellers’ and Seller Releasing Parties’ capacities with the Company; (ii) arising under or by virtue of the Organizational Documents or the Company Document; (iii) relating to or resulting from the negotiation, preparation, and consummation of this Agreement and the Contemplated Transactions; or (iv) the valuation of the Membership Interests or determination of the Purchase Price. Sellers hereby finally, unconditionally, irrevocably and absolutely waives any and all offsets and defenses, in each case related to any action, inaction, event, circumstance or occurrence occurring or alleged to have occurred on or prior to the Closing Date with respect to such Seller Claims, whether known or unknown, absolute or contingent, matured or unmatured, foreseeable or unforeseeable, presently existing or hereafter discovered, at law, in equity or otherwise, whether arising by statute, common law, in contract, in tort or otherwise, that Sellers and the Seller Releasing Parties may now have or that might subsequently accrue to any of them, including without limitation those against any current or former officer, director, manager, member, partner, employee, agent or Representative of the Company or any of its Related Persons or by reason of being an e...
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.
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. At the Closing, the Seller, Xxxxxx, the Trust and the GRAT will, and will cause the Seller Affiliates to, execute and deliver releases in the form of Exhibit B to this Agreement (the “Seller Releases”).
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.
Seller Releases. Each Seller hereby agrees that, on --------------- or prior to the Closing Date, such Person shall execute and deliver to the Purchaser and the Companies a release, substantially in the form of Exhibit E hereto (the "Seller Release").
