Common use of Sellers’ Release Clause in Contracts

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. (a) As an inducement to Parent to enter into this Agreement and consummate the transactions contemplated hereby and for other good and sufficient consideration, subject to delivery by Parent of the items listed in Section 1.7(b) hereof, 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 Actionaction, suits, arbitrations, demands, debts, Liens, contracts, agreements, promises, liabilityLiability, 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 herein, (hereinafter, a “Claim”), which the Releasors now have as of the date of this Agreement or may hereafter have 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 an Equity Interest in the CompanyCompany or any of its Subsidiaries or the Shares; provided, however, that nothing set forth in this Section 11.1 10.1 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 Organizational Documents as in effect on the Company’s Subsidiaries’ organizational documents date hereof 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. (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 9.1 Effective as of the Closing Datedate hereof, does 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 acquit, and forever discharge Parent 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 Companyforegoing, and each of their past 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 present Affiliates, Subsidiaries, and Representatives, and all Persons acting by, through, under, or in concert with such Persons assigns (collectively the “Buyer Releasees”), ) of and from any and all manner of action or claims, actions, cause or causes of Actionaction, judgments, awards, costs, expenses, attorneys fees, debts, obligations, promises, representations, warranties, demands, debtsacts, Liensomissions, contractsrights and liabilities, agreements, promises, liability, damages, or loss 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, fixed or contingentwhich have arisen, direct, derivative, vicarious or otherwise, whether based in contract, tortare arising, or other legalmay in the future arise, statutorydirectly or indirectly, 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 Releaseesfrom, or any of them, by reason other matter or transaction of any matter, cause, act, omission kind or thing whatsoever in any way arising out of, based upon, or relating nature undertaken thereunder from the beginning of time until the date hereof (the matters referred to Seller’s ownership of Shares in above being hereinafter referred to as the CompanyBuyer Released Claims); provided, however, that nothing set forth in this Section 11.1 Release 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 Buyer Releasees from any of its obligations to Sellers under this Agreement or any Ancillary Stock Purchase 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 Each of the Sellers, with the intention on its own behalf and on behalf of binding himself and each of such Sellers’ heirs, executors, administrators its successors and assigns (the herein each referred to as a “ReleasorsReleasor”), effective as which term includes any one or more of the Closing Date, does them) hereby release, acquit unconditionally releases and forever discharge Parent discharges the Corporation, Purchaser and the Companytheir respective associates and Affiliates, and each of their past respective successors, assigns and present Affiliates, Subsidiariespredecessors, and Representativestheir respective present and former officers, directors, shareholders, servants, agents and all Persons acting byemployees and their respective predecessors, throughsuccessors, underpersonal representatives and assigns (collectively, or in concert with such Persons (the “Releasees”), ) of and from any and all manner of action or actions, cause or causes of Actionaction, suits, debts, duties, demands, debtsaccounts, Liensbonds, covenants, contracts, agreementscovenants, promisesjudgments, liabilityproceedings and claims for injuries, losses, damages, interest, costs, indemnity, fines, penalties, legal and professional fees and assessments or loss amounts of any nature whatsoeverkind whatsoever (including any loss or damage not yet ascertained) that such Releasor ever had, known now have or unknowncan, suspected shall or unsuspected, fixed may hereafter have for 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 ofof any cause, based uponmatter or thing whatsoever existing up to the present time (collectively, or relating to Seller’s ownership of Shares in the Company“Release Claims”); provided, however, provided however that (i) nothing set forth contained in this Section 11.1 11.3 shall (i) affect the ability of operate to release any of the Sellers Party 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 under this Agreement, and (ii) this Section 11.3 shall not apply to Sellers any Release Claims that the Releasors, individually or collectively, may have against any of the Releasees relating to or arising out of: (a) all rights of the Releasors under this Agreement and the Transaction Documents; and (b) all rights of any Releasor, if any, to coverage under and to contribution or indemnification with respect to any Ancillary Agreementapplicable director's and officer's insurance policy of the Corporation.

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, subject to delivery by Parent of the items listed in Section 1.7(b) hereof, 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 Actionaction, suits, arbitrations, demands, debts, Liens, contracts, agreements, promises, liabilityLiability, 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 herein, (hereinafter, a “"Claim”"), which the Releasors now have as of the date of this Agreement or may hereafter have 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 's ownership of Shares an Equity Interest in the CompanyCompany or any of its Subsidiaries or the Shares; provided, however, that nothing set forth in this Section 11.1 10.1 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 Organizational Documents as in effect on the Company’s Subsidiaries’ organizational documents date hereof 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. (a) As an inducement to Parent to enter into this Agreement and consummate Effective upon the transactions contemplated hereby and for other good and sufficient considerationClosing, each Seller, on behalf of the Sellershimself, with the intention of binding himself herself or itself, and each of such Sellers’ heirshis, executorsher or its respective Affiliates (which for the avoidance of doubt, administrators and assigns (excludes the “Releasors”Target Companies), effective as of the Closing Date, does hereby release, acquit and forever discharge Parent and the Company, and each of their past respective former, current and present future direct and indirect equityholders, controlling Persons, officers, partners, members, managers, directors, employees, agents, investors, attorneys, representatives, stockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions and subsidiaries, successors and assigns (each, a “Releasor”) hereby knowingly, fully, unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by Law, each of Buyer, Merger Sub, the Target Companies and each of their respective Affiliates, Subsidiariesand each respective former, current and Representativesfuture direct and indirect equityholders, controlling Persons, officers, partners, members, managers, directors, employees, agents, investors, attorneys, representatives, stockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions and all Persons acting bysubsidiaries, throughsuccessors and assigns of the foregoing (each, undera “Releasee”) of, or in concert with such Persons (the “Releasees”), of from and from against any and all manner of action or actionsActions, cause or causes of Actionaction, claims, demands, debtsproceedings, Liensorders, contracts, agreements, promises, liabilityobligations, damages, or loss judgments, debts, dues, liabilities, preemptive rights, stockholder rights, and suits of any every kind, nature whatsoever, and description whatsoever (now known or unknown, suspected or unsuspected, fixed primary or secondary, direct or indirect, absolute or contingent, directasserted or unasserted, derivative, vicarious past or otherwisepresent, whether based in contract, tort, at law or other legal, statutory, or equitable theory of recovery, each as though fully set forth at length herein (a “Claim”equity), which the Releasors such Releasor ever had, now has or may have as of the date of this Agreement against the Releasees, or any of them, by reason of any matter, cause, act, omission cause or thing whatsoever whatsoever, in any way each case, arising out of, based upon, on or relating prior to Seller’s ownership of Shares in the CompanyClosing Date (the “Released Claims”); provided, however, that the Released Claims shall not include, and nothing set forth in this Section 11.1 shall 14.18 will be deemed to constitute a release by any Releasor of, (ia) affect the ability of any of the Sellers to bring a Claim claims or rights under this Agreement or any Ancillary Agreement; Transaction Document, (iib) releaseif the Releasor is an officer, acquit director or discharge manager of 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 Target Company or any of its their Subsidiaries, any rights to indemnification, exculpation or liability or advancement of expenses under the Organizational Documents or benefits under any directors and officers insurance policy maintained by Target Companies or any of their Subsidiaries, (c) if the Releasor is an employee of any Target Company or any of their Subsidiaries, any obligations of the Target Companies or any of their Subsidiaries in existence with respect to accrued and earned compensation, benefits and expense reimbursement owed to the Releasor as of the date hereof; or (iiiClosing, including benefits under any 401(k) affect plan in which the ability of any Releasor participates, to the extent vested as of the Sellers Closing Date, claims incurred but unpaid under any group health benefit or other 119 welfare benefit plan in which the Releasor participates, claims for workers’ compensation benefits or unemployment compensation benefits accrued as of the Closing Date and (d) any other claims that cannot by Law be released by private agreement. The Releasor agrees not to, and agrees to bring a Claim with respect to cause his, her or its respective Affiliates, and each of their respective successors and assigns, not to, assert any ordinary course of employment rights or such Released Claims against the Releasees based upon any affiliate contracts that remain in effect after the Closingmatter released hereby. Notwithstanding the foregoingFOR THE PURPOSE OF IMPLEMENTING A FULL AND COMPLETE RELEASE AND DISCHARGE OF ALL CLAIMS, 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 AgreementTHE RELEASOR EXPRESSLY WAIVES ALL RIGHTS AFFORDED BY ANY STATUTE OR COMMON LAW PRINCIPLE IN ANY JURISDICTION WHICH LIMITS THE EFFECT OF A RELEASE WITH RESPECT TO UNKNOWN CLAIMS, INCLUDING, WITHOUT LIMITATION, SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS IN FULL AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” THE RELEASOR UNDERSTANDS THE SIGNIFICANCE OF THIS RELEASE OF UNKNOWN CLAIMS AND WAIVER OF STATUTORY PROTECTION AGAINST A RELEASE OF UNKNOWN CLAIMS. THE RELEASOR AGREES THAT IN THE EVENT SUCH RELEASOR SHOULD BRING A CLAIM SEEKING TO IMPOSE ANY LIABILITY ON A RELEASEE, THE RELEASE PROVIDED BY SUCH RELEASOR UNDER THIS AGREEMENT SHALL SERVE AS A COMPLETE DEFENSE TO SUCH CLAIM. THE RELEASOR FURTHER ACKNOWLEDGES AND AGREES THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT.

Sellers’ Release. (a) As an inducement to Parent Buyer and Buyer Sub to enter into this Agreement and consummate the transactions contemplated hereby and for other good and sufficient consideration, subject to delivery by Buyer and Buyer Sub of the items listed in Section 3.03 hereof, 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 Buyer, Buyer Sub and the Company, and each of their past and present Affiliates, Subsidiaries, 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 Actionaction, suits, arbitrations, demands, debts, Liensliens, contracts, agreements, promises, liabilityLiability, 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 herein, expressly including any claim for fraudulent inducement, (hereinafter, a “Claim”), which the Releasors now have as of the date of this Agreement or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, act, omission or thing whatsoever in any way existing or occurring prior to the Closing to the extent arising out of, based upon, or relating to Seller’s ownership of Shares an Equity Interest in the CompanyCompany or any of its Subsidiaries or the Company Shares; provided, however, that nothing set forth in this Section 11.1 7.05 shall (i) affect the ability of any of the Sellers to bring a Claim under this Agreement or any Ancillary Agreement; of the Transaction Documents or (ii) for the avoidance of doubt, release, acquit or discharge (1) any rights to indemnification to which any Seller may be entitled under the Company’s or Organizational Documents as in effect on the Company’s Subsidiaries’ organizational documents date hereof or under any indemnification agreement between such Seller and the Company or any of its Subsidiaries in existence as of the date hereof; (2) rights to reimbursement for Claims incurred prior to the date hereof under the Company’s health, dental and other benefit plans; (3) rights to continued coverage and reimbursement of Claims under health, dental and other benefit plans sponsored by the Company after Closing to the extent required by applicable Law; (4) any accrued vacation; (5) any vested benefits under any 401(k) plan or pension plan sponsored by the Company after the Closing or any successor to or spin-off of such plans; or (iii6) affect the ability of any base salary and bonuses accrued but unpaid as of the Sellers Closing (only to bring a Claim with respect to any ordinary course the extent the obligations set forth in clauses (3) through (6) above are set forth on Section 7.05(a) of employment rights or any affiliate contracts that remain in effect after the ClosingDisclosure Letter) (the “Release”). Notwithstanding the foregoing, nothing in this Agreement or any Ancillary Agreement shall be interpreted to release Parent either Buyer or Purchaser Buyer Sub from any of its obligations to Sellers under this Agreement or any Ancillary Agreementof the Transaction Documents.