Sellers’ Release Clause Samples
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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. 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 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. 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.
Sellers’ Release. 9.1 Effective as of the date hereof, Jericho Capital Corp., Jericho Capital Corp. f/b/o SEP ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, individually, for itself or himself, (collectively the Seller Releasors), do hereby release, acquit, and forever discharge ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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. (a) Effective as of the Closing, each of the Sellers releases and forever discharges (i) the Company, Purchaser and each of the other Sellers and (ii) each of the equityholders, directors, managers, officers, employees, agents, attorneys, contractors, successors, assigns, predecessors, heirs, executors, trustees, representatives and administrators of such Persons (the Persons described in this clause (ii), collectively, the “Related Persons”) from any and all claims, demands, actions, causes of action of whatever rights, of every kind or character (whether such actions are actions in law, equity, tort, contract, or otherwise and including actions seeking injunctive or other equitable relief), whether known or unknown relating to any matter arising or in existence at any time on or prior to the Closing (collectively the “Released Claims”), and irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting, or causing to be commenced, any Proceeding against the Company, Purchaser, each of the other Sellers or their respective Related Persons, based upon any matter purported to be released hereby (the “Release”).
(b) Notwithstanding Section 6.9(a), the Release shall in no way release or discharge any Released Claims or rights of any of the Sellers (i) against the Company, Purchaser or any Affiliate of the Company or Purchaser relating to any of the following: (A) any employee benefit plans, programs or arrangements, or other qualified or non-qualified funds, plans or similar arrangements in which any Seller who is an employee may have an interest; (B) any Seller’s right to be indemnified by the Company, Purchaser or any of their Affiliates, whether by Contract (including any indemnification agreement to which the Company is a party that is identified in the Disclosure Schedules and any directors’ and officers’ liability insurance **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission. policies), Law, in respect of his or her services as an employee, officer and/or director of the Company as provided by Law or any of such Person’s governing documents; (C) such Seller’s services as an employee of the Company; (D) under this Agreement or any other Seller Documents; (E) under any existing Contra...
Sellers’ Release. (i) Each Seller (on behalf of itself, its Affiliates and Subsidiaries, and such person’s past, present and future agents, attorneys, administrators, heirs, executors, spouses, trustees, beneficiaries, representatives, successors and assigns claiming by or through such Seller) (collectively, the “Seller Releasors”) hereby absolutely, irrevocably and unconditionally (i) releases and forever discharges Buyer, the Target Companies and their respective Affiliates, and their respective current and former direct and indirect members, managers, officers, directors, stockholders, partners, employees, agents, attorneys, representatives, successors and assigns, and each of them (collectively, the “Buyer Released Parties”), from any and all claims (including any derivative claim on behalf of any Person), Proceedings, expenses, charges, complaints, causes of action, suits, arbitrations, debts, damages, losses, costs, liabilities, obligations and claims of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, fixed or contingent, and whether at law or in equity, that such Seller has, had, or may have, in any capacity, against any Buyer Released Party, whether directly or derivatively through another Person, arising contemporaneously with or prior to the transactions contemplated by this Agreement, or on account of, arising out of or related to any act, omission, transaction, matter, cause or event occurring contemporaneously with or up to and including the Closing Date arising out of or related to the Target Companies, their respective Affiliates and their respective officers, directors and representatives and (ii) agrees not to bring or threaten to bring or otherwise join in any claim against any of the Buyer Released Parties or any of them, relating to, arising out of or in connection with any facts or circumstances relating to the Target Companies or any of their respective Subsidiaries which existed on or prior to the Closing Date, including any claims relating to the entry into this Agreement; provided, however, that the foregoing shall not apply to (A) any rights expressly set forth in this Agreement or any other agreement or certificate contemplated to be delivered hereunder, (B) ordinary course payments of compensation and benefits in connection with such Seller Releasor’s employment with the Target Companies, (C) as set forth on Section 8.8(a) of the Disclosure Schedules, (D) any rights to indemnification or exculpation under the Fu...
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. 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. “