Common use of Sellers’ Release Clause in Contracts

Sellers’ Release. Effective upon the Closing, each Seller, on behalf of himself, herself or itself, and each of his, her or its respective Affiliates (which for the avoidance of doubt, excludes the Target Companies), and each of their respective former, current and 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, and each respective former, current and 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 of the foregoing (each, a “Releasee”) of, from and against any and all Actions, causes of action, claims, demands, proceedings, orders, obligations, damages, judgments, debts, dues, liabilities, preemptive rights, stockholder rights, and suits of every kind, nature and description whatsoever (now known or unknown, suspected or unsuspected, primary or secondary, direct or indirect, absolute or contingent, asserted or unasserted, past or present, whether at law or equity), which such Releasor ever had, now has or may have by reason of any matter, cause or thing whatsoever, in each case, arising on or prior to the Closing Date (the “Released Claims”); provided, however, that the Released Claims shall not include, and nothing in this Section 14.18 will be deemed to constitute a release by any Releasor of, (a) any claims or rights under this Agreement or any Transaction Document, (b) if the Releasor is an officer, director or manager of any Target Company or any of 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 with respect to accrued and earned compensation, benefits and expense reimbursement owed to the Releasor as of the Closing, including benefits under any 401(k) plan in which the Releasor participates, to the extent vested as of the 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 cause his, her or its respective Affiliates, and each of their respective successors and assigns, not to, assert any such Released Claims against the Releasees based upon any matter released hereby. FOR THE PURPOSE OF IMPLEMENTING A FULL AND COMPLETE RELEASE AND DISCHARGE OF ALL CLAIMS, THE 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. Effective upon (a) As an inducement to Buyer and Buyer Sub to enter into this Agreement and consummate the Closingtransactions 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 Sellerof the Sellers, on behalf with the intention of himself, herself or itself, binding himself and each of hissuch Sellers’ heirs, her or its respective Affiliates executors, administrators and assigns (which for the avoidance of doubt“Releasors”), excludes does hereby release, acquit and forever discharge Buyer, Buyer Sub and the Target Companies)Company, and each of their respective former, current past and 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 present Affiliates, Subsidiaries and each respective formerRepresentatives, current and future direct all Persons acting by, through, under, or in concert with such Persons (the “Releasees”), of 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 of the foregoing (each, a “Releasee”) of, from and against any and all Actionsmanner of action or actions, cause or causes of action, claimssuits, arbitrations, demands, proceedingsdebts, ordersliens, obligationscontracts, agreements, promises, Liability, damages, judgmentsor loss of any nature whatsoever, debts, dues, liabilities, preemptive rights, stockholder rights, and suits of every kind, nature and description whatsoever (now known or unknown, suspected or unsuspected, primary or secondary, direct or indirect, absolute fixed or contingent, asserted direct, derivative, vicarious or unasserted, past or presentotherwise, whether based in contract, tort, or other legal, statutory, or equitable theory of recovery, each as though fully set forth at law or equitylength herein, expressly including any claim for fraudulent inducement, (hereinafter, a “Claim”), which such Releasor ever had, the Releasors now has have or may hereafter have against the Releasees, or any of them, by reason of any matter, cause cause, act, omission or thing whatsoever, in each case, arising on whatsoever existing or occurring prior to the Closing Date (to the “Released Claims”)extent arising out of, based upon, or relating to Seller’s ownership of an Equity Interest in the Company or any of its Subsidiaries or the Company Shares; provided, however, that the Released Claims shall not include, and nothing set forth in this Section 14.18 will be deemed 7.05 shall (i) affect the ability of any of the Sellers to constitute bring a release by any Releasor of, (a) any claims or rights Claim under this Agreement or any of the Transaction DocumentDocuments or (ii) for the avoidance of doubt, release, acquit or discharge (b1) if any rights to indemnification to which any Seller may be entitled under the Releasor is an officer, director Organizational Documents as in effect on the date hereof or manager of under any Target indemnification agreement between such Seller and the Company or any of 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 its Subsidiaries with respect to accrued and earned compensation, benefits and expense reimbursement owed to the Releasor in existence as of the Closingdate hereof; (2) rights to reimbursement for Claims incurred prior to the date hereof under the Company’s health, including 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 in which or pension plan sponsored by the Releasor participates, Company after the Closing or any successor to the extent vested or spin-off of such plans; or (6) any base salary and bonuses accrued but unpaid as of the Closing Date, claims incurred but unpaid under any group health benefit or other 119 welfare benefit plan (only to the extent the obligations set forth in which the Releasor participates, claims for workers’ compensation benefits or unemployment compensation benefits accrued as clauses (3) through (6) above are set forth on Section 7.05(a) of the Closing Date and Disclosure Letter) (d) the “Release”). Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to release either Buyer or Buyer Sub from any other claims that cannot by Law be released by private agreement. The Releasor agrees not to, and agrees of its obligations to cause his, her Sellers under this Agreement or its respective Affiliates, and each any of their respective successors and assigns, not to, assert any such Released Claims against the Releasees based upon any matter released hereby. FOR THE PURPOSE OF IMPLEMENTING A FULL AND COMPLETE RELEASE AND DISCHARGE OF ALL CLAIMS, THE 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 PARTYTransaction Documents.” 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. 9.1 Effective upon as of the Closingdate hereof, each SellerJericho Capital Corp., on behalf of Jericho Capital Corp. f/b/o SEP Xxxxxxx X. Xxxxxx, and Xxxxxxx X. Xxxxxx, individually, for itself or himself, herself or itself(collectively the Seller Releasors), do hereby release, acquit, and each 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 his, her business entity related directly or its respective Affiliates (which for indirectly to the avoidance of doubt, excludes the Target Companies)foregoing, and each of their respective formerheirs, current and future direct and indirect equityholdersadministrators, controlling Personsexecutors, beneficiaries, legatees, devisees, trusts, trustees, insurers, attorneys, experts, consultants, partners, joint venturers, members, officers, partnersdirectors, members, managers, directorsshareholders, employees, contractors, alter egos, agents, investors, attorneys, representatives, stockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions and subsidiariespredecessors, successors and assigns (each, a “Releasor”collectively the Buyer Releasees) hereby knowingly, fully, unconditionally of 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, and each respective former, current and 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 of the foregoing (each, a “Releasee”) of, from and against any and all Actionsclaims, actions, causes of action, claimsjudgments, awards, costs, expenses, attorneys fees, debts, obligations, promises, representations, warranties, demands, proceedingsacts, ordersomissions, obligations, damages, judgments, debts, dues, rights and liabilities, preemptive rightsof any kind and nature whatsoever, stockholder rightsincluding but not limited to those at law, in equity, in tort, in contract, whether or not asserted to date, and suits of every kind, nature and description whatsoever (now whether known or unknown, suspected or unsuspected, primary or secondarywhich have arisen, direct or indirectare arising, absolute or contingent, asserted or unasserted, past or present, whether at law or equity), which such Releasor ever had, now has or may have by reason in the future arise, directly or indirectly, from, or any other matter or transaction of any matter, cause kind or thing whatsoever, in each case, arising on or prior to nature undertaken thereunder from the Closing Date beginning of time until the date hereof (the “matters referred to above being hereinafter referred to as the Buyer Released Claims”); provided, however, that the Released Claims shall not include, and nothing in this Section 14.18 will be deemed to constitute a Release shall release by Buyer Releasees from any Releasor of, (a) any claims or rights of its obligations under this Agreement or any Transaction Document, (b) if the Releasor is an officer, director or manager of any Target Company or any of 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 with respect to accrued and earned compensation, benefits and expense reimbursement owed to the Releasor as of the Closing, including benefits under any 401(k) plan in which the Releasor participates, to the extent vested as of the 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 cause his, her or its respective Affiliates, and each of their respective successors and assigns, not to, assert any such Released Claims against the Releasees based upon any matter released hereby. FOR THE PURPOSE OF IMPLEMENTING A FULL AND COMPLETE RELEASE AND DISCHARGE OF ALL CLAIMS, THE 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 PARTYStock Purchase Agreement.” 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. Effective upon (a) As an inducement to Parent to enter into this Agreement and consummate the Closingtransactions contemplated hereby and for other good and sufficient consideration, each Sellerof the Sellers, on behalf with the intention of himself, herself or itself, binding himself and each of hissuch Sellers’ heirs, her or its respective Affiliates executors, administrators and assigns (which for the avoidance “Releasors”), effective as of doubtthe Closing Date, excludes does hereby release, acquit and forever discharge Parent and the Target Companies)Company, and each of their respective former, current past and 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 present Affiliates, Subsidiaries, and each respective formerRepresentatives, current and future direct all Persons acting by, through, under, or in concert with such Persons (the “Releasees”), of 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 of the foregoing (each, a “Releasee”) of, from and against any and all Actionsmanner of action or actions, cause or causes of action, claimsAction, demands, proceedingsdebts, ordersLiens, obligationscontracts, agreements, promises, liability, damages, judgmentsor loss of any nature whatsoever, debts, dues, liabilities, preemptive rights, stockholder rights, and suits of every kind, nature and description whatsoever (now known or unknown, suspected or unsuspected, primary or secondary, direct or indirect, absolute fixed or contingent, asserted direct, derivative, vicarious or unasserted, past or presentotherwise, whether based in contract, tort, or other legal, statutory, or equitable theory of recovery, each as though fully set forth at law or equitylength herein (a “Claim”), which such Releasor ever hadthe Releasors have as of the date of this Agreement against the Releasees, now has or may have any of them, by reason of any matter, cause cause, act, omission or thing whatsoeverwhatsoever in any way arising out of, based upon, or relating to Seller’s ownership of Shares in each case, arising on or prior to the Closing Date (the “Released Claims”)Company; provided, however, that the Released Claims shall not include, and nothing set forth in this Section 14.18 will be deemed 11.1 shall (i) affect the ability of any of the Sellers to constitute bring a release by any Releasor of, (a) any claims or rights Claim under this Agreement or any Transaction DocumentAncillary Agreement; (ii) release, (b) if acquit or discharge any rights to indemnification to which any Seller may be entitled under the Releasor is an officer, director Company’s or manager of the Company’s Subsidiaries’ organizational documents or under any Target indemnification agreement between such Seller and the Company or any of their Subsidiaries, any rights to indemnification, exculpation its Subsidiaries in existence as of the date hereof; or liability or advancement (iii) affect the ability 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 Sellers to bring a Claim with respect to accrued and earned compensation, benefits and expense reimbursement owed to the Releasor as any ordinary course of employment rights or any affiliate contracts that remain in effect after the Closing. Notwithstanding the foregoing, including benefits 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 401(k) plan in which the Releasor participates, to the extent vested as of the 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 cause his, her or its respective Affiliates, and each of their respective successors and assigns, not to, assert any such Released Claims against the Releasees based upon any matter released hereby. FOR THE PURPOSE OF IMPLEMENTING A FULL AND COMPLETE RELEASE AND DISCHARGE OF ALL CLAIMS, THE 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 PARTYAncillary Agreement.” 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.