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).
(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 Option Agreement to the applicable agency, court or tribunal.
Seller Releases. 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 Buyer and any of their Related Persons, and their respective officers, directors, members, managers, employees, parent companies, 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 Documents; (iii) relating to or resulting from the negotiation, preparation, and consummation of this Agreement and the Contemplated Transactions; (iv) the valuation of the Membership Interests or determination of the Purchase Price; or (v) all matters set forth on Schedule 4.10(g) other than the Bank Loans. 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 ...
Seller Releases. Sellers, Regional, Mallick, Xxxxxxx and the Administrator (collectively and individually, “Seller Releasors”) hereby release Knight, XxXxxxxx, E11, E11GP, ER12, ER12GP, E11OC, ER12OC and PECM (the “Seller Releasees”) and each of the Seller Releasees’ respective owners, members, managers, predecessors, successors, insurers, assigns, officers, directors, employees and owners, any other Person who could be liable for the foregoing, and each of them (individually and collectively, “Seller Releasee Parties”), from any and all claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’ fees, liabilities, and indemnities of any nature whatsoever, whether based on contract, tort, statute, or other legal or equitable theory of recovery, whether known or unknown, asserted or unasserted, which as of the Effective Date, that such Seller Releasor had, now has, could have, or claims to have against the Seller Releasee Parties, other than obligations set forth herein or the right to be indemnified or defended by E11, ER12 and the affiliates of the foregoing under agreements or Law in effect as of the Effective Date (but prior to the execution hereof), which rights are not released. This release includes any right for any reason whatsoever to claim or seek damages, attorneys’ fees, costs or any other legal or equitable relief of any kind or type in any forum. Each of the Seller Releasors represents and warrants that none of them have transferred or encumbered, in whole or in part, any claims released by any of them hereunder.
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. Each Seller shall have executed a release in the form attached hereto as EXHIBIT J.
Seller Releases. Each Seller shall have executed a general release of Company substantially in the form of Exhibit B attached hereto (the "Seller Releases").
Seller Releases. In consideration for payment of the Price, as of and following the Closing Date, each Seller (on each Seller’s own behalf and on behalf of each Seller’s heirs, personal representatives, officers, directors, successors and assigns, as applicable) knowingly, voluntarily and unconditionally releases, forever discharges, and covenants not to xxx Buyer or the Company, their respective predecessors, successors, parents, subsidiaries and affiliates, and all of their respective current and former officers, directors, employees, agents, and representatives from and for any and all claims, causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that each Seller has or may have, now or in the future, arising out of, relating to, or resulting from any act of commission or omission, errors, negligence, strict liability, breach of contract, tort, violations of law, matter or cause whatsoever from the beginning of time to the Closing Date, with respect to the Company, to the extent permitted by law except to the extent arising under the transaction contemplated by the Agreement; provided each Seller who is an officer or director shall remain entitled to indemnification by the Company for all claims as to which they would have been so entitled prior to Closing for actions or inaction within the scope of Seller’s duties.
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.