Seller’s Release of Buyer Sample Clauses

Seller’s Release of Buyer. (a) Except for any rights under this Agreement or any Ancillary Agreement, effective upon consummation of the Closing Seller on behalf of itself and its successors and assigns waives its right to recover from, and forever releases and discharges, Buyer, Buyer’s Affiliates, the partners, trustees, beneficiaries, shareholders, members, directors, officers, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns from any and all demands, claims, legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including attorneys’ fees and costs), whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with (i) the physical condition of the Property, valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, including all structural and seismic elements, all mechanical, electrical, plumbing, sewage, heating, ventilating, air conditioning and other systems, the environmental condition of the Property and Hazardous Materials on, under or about the Property, including any Environmental Matters, or (ii) any law or regulation applicable to the Property, including Environmental Laws, or Environmental Matters.
Sample 1
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Seller’s Release of Buyer. Except to the extent attributable to Buyer, Seller and anyone claiming by, through or under Seller hereby fully and irrevocably releases Buyer from any and all claims or causes of action that Seller may now have or hereafter acquire against Buyer for either Losses or any alleged or actual violation of any statute, regulation, or judicial decision enacted, promulgated, or decided concerning the Acquired Assets or Hazardous Substances, other than with respect to third party claims. This release includes but is not limited to Losses of which Seller is presently unaware or which Seller does not presently suspect to exist in its favor which, if known by Seller, would materially affect Seller's release of Buyer.
Sample 1

Related to Seller’s Release of Buyer

  • Seller Release (a) Each Seller does hereby, on behalf of itself and its agents, representatives, attorneys, assigns, Affiliates, heirs, executors and administrators (collectively, the “Seller Parties”) RELEASE AND FOREVER DISCHARGE Edgen, each of Edgen’s Subsidiaries, the Purchaser and their respective Affiliates, parents, joint ventures, officers, directors, shareholders, members, managers, employees, consultants, representatives, successors and assigns, heirs, executors and administrators (collectively, the “Company Parties”) from all causes of action, suits, debts, claims and demands whatsoever at law, in equity or otherwise, which such Seller or any of the Seller Parties ever had, now has, or hereafter may have, by reason of any matter, cause or thing whatsoever, from the beginning of its initial dealings with Edgen or any of its Subsidiaries to the Closing, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to such Seller’s status as a stockholder, investor, holder of any equity interests, lender (except as to any such Seller or any of its Affiliates holding Indebtedness of Edgen as set forth on Schedule 4.28 hereto) or debtor of Edgen or any of its Subsidiaries (including any right to indemnification or contribution from Edgen (whether statutory, common law, pursuant to Edgen’s charter documents or otherwise)), any agreement between such Seller, Edgen or any of its Subsidiaries or any Affiliate of Edgen or any of its Subsidiaries, and, if applicable, such Seller’s employment relationship with Edgen or any of its Subsidiaries, but not including such claims to payments, indemnification, contribution and other rights provided to such Seller under this Agreement and the employment agreements or causes of action, suits, debts, claims and demands whatsoever at law, in equity or otherwise, arising from or relating in any way to such Seller Parties’ status as a director, officer, stockholder, investor or holder of any equity interests in connection with the Senior Notes Offering (other than with respect to any untrue statement or alleged untrue statement or omission or alleged omission made in the Senior Notes Offering in reliance upon and in conformity with written information furnished to Purchaser by or on behalf of any member of such Seller Party specifically for inclusion therein, but only with respect to such member of the Seller Party specifically for inclusion therein or in connection with any efforts by any Seller Party to engage in the selling of the notes contemplated by the Senior Notes Offering other than at the express direction of the Purchaser). The release contained in this paragraph (a) is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort.

  • STOCKHOLDERS' RELEASE 37 9.6 SATISFACTION....................................................37 9.7 TERMINATION OF RELATED PARTY AGREEMENTS.........................37 9.8

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

  • Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).

  • Seller’s Closing Deliverables At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer each of the following:

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

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