Sellers’ Release. In exchange for receipt of the Purchase Price and effective at the Closing, each of the Sellers hereby irrevocably and unconditionally releases, acquits and forever discharges, without any additional consideration or the need for additional documentation, each of the Company and the Company Subsidiaries, their respective Affiliates, and each of their respective partners, members, managers, officers, directors, employees, counsel, agents, contractors, successors, assigns, heirs and legal and personal representatives (collectively, the “Company Released Parties”) from any and all charges, complaints, claims, suits, judgments, demands, actions, obligations or liabilities, damages, causes of action, rights, costs, loans, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known, unknown or presently unknowable, contingent or absolute, whether asserted or not, now existing or which may subsequently accrue to them in the future, emanating from, in connection with, related to or arising out of the ownership, management or operation of the business of the Company or the Company Subsidiaries prior to the Closing. In exchange for receipt of the Purchase Price and effective at the Closing, each of the Sellers hereby agrees that it shall not institute, pursue, solicit, encourage or assist any Proceeding or Proceedings (at law or in equity), suits, or claims in state or federal court against or adverse to the Company Released Parties arising from or attributable to the business of the Company or the Company Subsidiaries in connection with the foregoing. Notwithstanding anything contained in this Section 7.12(a), no release, acquittal or discharge shall be granted by any Seller to the extent such release arises out of or pertains to the obligations of Buyer or the Company pursuant to this Agreement, including any and all matters for which any Seller is entitled to indemnity under ARTICLE XI of this Agreement.
Sellers’ Release. (a) As an inducement to Parent to enter into this Agreement and consummate the transactions contemplated hereby and for other good and sufficient consideration, each of the Sellers, with the intention of binding himself and each of such Sellers’ heirs, executors, administrators and assigns (the “Releasors”), effective as of the Closing Date, does hereby release, acquit and forever discharge Parent and the Company, and each of their past and present Affiliates, Subsidiaries, and Representatives, and all Persons acting by, through, under, or in concert with such Persons (the “Releasees”), of and from any and all manner of action or actions, cause or causes of Action, demands, debts, Liens, contracts, agreements, promises, liability, damages, or loss of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent, direct, derivative, vicarious or otherwise, whether based in contract, tort, or other legal, statutory, or equitable theory of recovery, each as though fully set forth at length herein (a “Claim”), which the Releasors have as of the date of this Agreement against the Releasees, or any of them, by reason of any matter, cause, act, omission or thing whatsoever in any way arising out of, based upon, or relating to Seller’s ownership of Shares in the Company; provided, however, that nothing set forth in this Section 11.1 shall (i) affect the ability of any of the Sellers to bring a Claim under this Agreement or any Ancillary Agreement; (ii) release, acquit or discharge any rights to indemnification to which any Seller may be entitled under the Company’s or the Company’s Subsidiaries’ organizational documents or under any indemnification agreement between such Seller and the Company or any of its Subsidiaries in existence as of the date hereof; or (iii) affect the ability of any of the Sellers to bring a Claim with respect to any ordinary course of employment rights or any affiliate contracts that remain in effect after the Closing. Notwithstanding the foregoing, nothing in this Agreement or any Ancillary Agreement shall be interpreted to release Parent or Purchaser from any of its obligations to Sellers under this Agreement or any Ancillary 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. (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.
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 Company 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.
Sellers’ Release. (a) Except for the obligations created by this Agreement and that certain Joinder Agreement by and between Seller and Xxxxx Xxxxxx of even date herewith, Seller and his successors, heirs and assigns, do hereby absolutely, fully and forever release, relieve, waive, relinquish, absolve, acquit and discharge Buyer and the Company and their respective managers, members, agents and representatives of and from any and all manner of claims, demands, promises, cause or causes of action, action or actions, suits, debts, liabilities, obligations, costs, expenses, sums of money, controversies, damages, accounts, reckonings and liens of every kind or nature whatsoever, whether mature, contingent, direct, derivative, subrogated, personal, assigned, discovered, undiscovered, suspected, unsuspected or otherwise, which they have, may have or have owned, or held at any time by reason of any matter, cause or thing whatsoever from the beginning of time to the date hereof in any way arising out of or relating to, or in connection with, the Company's operations, Seller's ownership of membership interest in the Company, Seller's employment by the Company, Seller's relationship with the Company, or Seller's relationship with Buyer.
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. (a) Except as provided in Section 8.05(c) below, as of the Closing, each Seller on behalf of itself and any Person who may be bound by it (collectively, the “Releasing Parties”), irrevocably, unconditionally and completely releases the Company, Buyer, and each of their respective officers, directors, partners, members, managers, shareholders, Subsidiaries, agents, attorneys, employees, predecessors, successors, heirs, and assigns (collectively, the “Released Parties”) from any and all Actions, controversies, cross-claims, counter-claims, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or Liabilities of any nature whatsoever in law and in equity, both past and present (from the beginning of the world through the date of this Agreement) and whether known or unknown, suspected, or claimed against any of the Released Parties which such Releasing Party, or any officer, director, manager, trustee, spouse, heir, executor, administrator, successor or assign of such Releasing Party, has or may have, which arise out of or are connected with the Company, or any predecessor thereto (other than those arising out of or in connection with this Agreement or any other Transaction Document), whether arising under any federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance, or under any public policy, contract or tort, or under common law; or any claim for breach of contract, infliction of emotional distress, defamation, or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters (all of the foregoing collectively referred to herein as such Releasing Party’s “Released Claims”).
Sellers’ Release. (a) Effective as of the Closing, the Seller, on behalf of itself and its Affiliates (other than the Company) and its and their respective successors, assigns, heirs and legal representatives (such Person, its Affiliates (other than the Company) and its and their successors, assigns, heirs and legal representatives, collectively, the “Releasing Parties”), (i) provides any consent necessary to effectuate Section 5.10 and (ii) irrevocably waives, relinquishes, releases and forever discharges the Company, Parent, the Buyer, the Financing Parties, their respective Affiliates and their and their respective Affiliates’ past, current and future directors, officers, employees, agents, members, managers, partners, agents, representatives, successors and assigns (collectively, the “Released Parties”, and such release, remise and discharge, the “Seller Release”) from any and all claims (whether at law, in equity or otherwise), obligations and liabilities (of any nature, whether accrued, absolute, contingent, known or unknown or otherwise) that any Releasing Party ever had, now has, or may ever have against any Released Party in any capacity, including in their capacity as a director, officer or employee, as applicable, whether directly or derivatively through the Company, and whether asserted contemporaneously with, prior to or after the Closing, on account of or arising out of (i) any acts, omissions, transactions, matters, causes or events occurring prior to, contemporaneously with or up to and including the Closing relating to the Company, and (ii) the approval or consummation of the transactions contemplated hereby or any Transaction Document or any other agreement contemplated herein or therein, including any alleged breach of any duty by any officer, manager or director of the Company or any claims under the Organizational Documents of the Company; provided, however, that nothing in the foregoing Seller Release shall (x)
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. “
