Sellers’ Release. (a) Each of the Sellers hereby releases and forever discharges each of the Buyer, the Company, their respective Affiliates, and the directors, officers, members, managers, partners, employees, agents and representatives of each of them (collectively, the “Releasees”), from any and all claims, allegations, Liens, lawsuits, adverse consequences, damages, losses, amounts paid in settlement, Indebtedness, deficiencies, diminution in value, disbursements, obligations, costs or demands and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, whether liquidated or unliquidated, fixed or contingent, direct or indirect or derivative, asserted or unasserted, foreseen or unforeseen, matured or unmatured, anticipated or unanticipated, that each of the Sellers now has, has ever had or may hereafter have against the respective Releasees arising prior to the Closing Date or on account of or arising out of any matter, cause or event occurring prior to the Closing Date, whether pursuant to contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date, including without limitation claims by any Seller related to such Seller’s share of the proceeds received in connection with this Agreement.
(b) Each of the Sellers understands, acknowledges and agrees that the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any actions, suits, proceedings, demands, assessments, judgments, settlements and compromises which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Sellers agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth above. Each of the Sellers represents and warrants that it is the sole and lawful owner of all right, title and interest in and to all of the claims released hereby, and has not heretofore voluntarily, by operation of law or otherwise, assigned or transferred or purported to assign or transfer to any Person any such claim or any portion thereof.
(c) Each of the Sellers hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any actions, suits, proceedings, demands, assessments, judgments...
Sellers’ Release. 9.1 Effective as of the date hereof, Jericho Capital Corp., Jericho Capital Corp. f/b/o SEP Xxxxxxx X. Xxxxxx, and Xxxxxxx X. Xxxxxx, individually, for itself or himself, (collectively the Seller Releasors), do hereby release, acquit, and forever discharge Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx and Star Multi Care Services, Inc. and any parent, subsidiary or affiliate corporation, partnership, limited liability company, proprietorship, trust, any Affiliate or other form of business entity related directly or indirectly to the foregoing, and each of their respective heirs, administrators, executors, beneficiaries, legatees, devisees, trusts, trustees, insurers, attorneys, experts, consultants, partners, joint venturers, members, officers, directors, shareholders, employees, contractors, alter egos, agents, representatives, predecessors, successors and assigns (collectively the Buyer Releasees) of and from any and all claims, actions, causes of action, judgments, awards, costs, expenses, attorneys fees, debts, obligations, promises, representations, warranties, demands, acts, omissions, rights and liabilities, of any kind and nature whatsoever, including but not limited to those at law, in equity, in tort, in contract, whether or not asserted to date, and whether known or unknown, suspected or unsuspected, which have arisen, are arising, or may in the future arise, directly or indirectly, from, or any other matter or transaction of any kind or nature undertaken thereunder from the beginning of time until the date hereof (the matters referred to above being hereinafter referred to as the Buyer Released Claims); provided, however, that nothing in this Release shall release Buyer Releasees from any of its obligations under this Stock Purchase Agreement.
Sellers’ Release. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller on its own behalf, and on behalf of its Affiliates, hereby fully waives, releases, remises, acquits and discharges forever, irrevocably and unconditionally
(a) the Company, and (b) all of its present and former management board members (collectively, the "Released Parties") from, against and with respect to any and all Actions or Losses, which the Seller or any of such Affiliates ever had or has as of the Closing Date against any of the Released Parties for or by any reason or matter whatsoever, except for trade payables incurred in the ordinary course of business.
Sellers’ Release. Effective as of the Closing, each Seller hereby releases, remises and forever discharges any and all rights and claims that it has had, now has or might now have against the Acquired Companies except for (a) rights and claims arising from or in connection with this Agreement and the Ancillary Agreements, and (b) rights and claims arising from or in connection with claims asserted against such Seller by third parties for which the Buyer Indemnified Persons are not entitled to indemnification by such Seller pursuant to Section 10.2.
Sellers’ Release. As of the Closing Date, the Sellers and their respective heirs, successors and assigns, release and forever discharge the Company and all of its affiliates, and its respective successors and assigns, of and from all claims and causes of action known or unknown, accrued or unaccrued, that the Sellers have or may have against any of them including, without limitation, all claims for past wages and all claims for compensatory, exemplary or punitive damages for any cause arising on, or prior to, the Closing Date other than Accepted Liabilities.
Sellers’ Release. The Sellers shall have delivered to the Buyer a release by each of the Sellers, substantially in the form of Exhibit 7.15 hereto, releasing the Eldorado Entities from any and all liability to the Sellers, except (i) as may have arisen or may arise under this Agreement, and (ii) as may be related to any right to indemnity or insurance provided for in any limited liability company agreement of any of the Eldorado Entities for officers and/or directors of the Eldorado Entities.
Sellers’ Release. In consideration for the Purchase Price, as of and following the Closing, each Seller knowingly, voluntarily, irrevocably and unconditionally releases, forever discharges and covenants not to bring any claim or other action (including a claim for contribution under the Civil Liability (Contributions) Act 1978) against Buyer, the Company, their respective predecessors, successors, parents, Subsidiaries and other Affiliates, and all of their respective current, former and future officers, partners, 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, such Seller has or may have, now or in the future, arising out of, relating to, or resulting from, any act or omission, error, negligence, strict liability, breach of contract, tort, violations of Law or any other matter or cause whatsoever from the beginning of time to the Effective Time, including any claim or cause of action based on any theory of successor liability; provided, however, that such release shall not cover any claims against Buyer arising under this Agreement or claims for accrued but unpaid compensation and employee benefits for services as an employee of the Company prior to the Effective Time.
Sellers’ Release. For the avoidance of doubt, the Sellers irrevocably waive, relinquish and release the Company and each of its Subsidiaries from any and all claims against the Company and each of its Subsidiaries for contribution, subrogation, indemnification or any other recovery of any kind in respect of any claim for indemnification made against the Sellers pursuant to this Article VIII.
Sellers’ Release. Effective as of the Closing Date and to the extent permitted by Applicable Law, each of the Sellers does for itself, himself or herself, and for its or his Affiliates, partners, members, heirs, beneficiaries, successors and assigns, if any (each a “Releasing Party”), release and absolutely forever discharge the Companies and the Buyer, and their respective Subsidiaries, Affiliates, including, in each case, their respective officers, directors, managers, members, Affiliates, employee and agents (each a “Released Party”) from and against all Released Matters. “
Sellers’ Release. Effective on the Effective Date, Seller, on behalf of itself, its trustees, beneficiaries, members and their heirs, executors, administrators, and assigns hereby releases and discharges the Company, its successors and assigns, the Buyer, and its successors and assigns, from all rights, claims, and actions which Seller and its above-mentioned successors now have or may hereafter have against the Company, the Buyer, or their respective successors arising out of the Company, including, but not limited to, Seller’s right to any Company property or cash distribution.
