Waiver of Claims by Sellers Clause Samples
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Waiver of Claims by Sellers. As a material inducement for Buyer and Parent to execute this Agreement, Sellers hereby waive, release, relinquish and discharge all claims, demands, and causes of action (including Avoidance Actions and similar rights and causes of action, including causes of action under Section 544 through 553 of the Bankruptcy Code) that Sellers (or, to the fullest extent permitted by law, any of their Affiliates and any other Persons claiming or having the right to claim by, through or under Sellers or their Affiliates) have against any of the Buyer Parties, whether absolute or contingent, known or unknown, now existing or hereafter arising; provided, however, that Sellers do not hereby waive any claims, demands, rights or causes of action arising under this Agreement or any other Transaction Document.
Waiver of Claims by Sellers. (a) Without prejudice to any right or obligation of the Purchaser pursuant to this agreement each Seller acknowledges and confirms to the Purchaser that, in the absence of fraud and as at Closing:
(i) such Seller has no claim or right of action (whether in respect of any breach of contract, compensation for loss of office or monies due to it or on any account whatsoever) against any member of the Company Group and that no agreement or arrangement (including any contract of employment) is outstanding under which any member of the Company Group has or could have any obligation of any kind towards that Seller;
(ii) no member of the Company Group (A) has any liability (whether actual or contingent) to such Seller or any Associate of such Seller; (B) has created, granted or issued any guarantee or other security to such Seller or any Associated Person of such Seller; or (C) is a party to any contract with or under any obligation to such Seller or any Associated Person of such Seller, save in the case of sub-sections (ii)(A) and (ii)(B) above, for contracts of employment and services under which remuneration and related entitlements, and reimbursement of expenses by reason of any Seller being an employee or consultant are due in the ordinary course of business within thirty days of the Closing Date (the “Accrued Remuneration”); and
(iii) each member of the Company Group (A) if applicable, has repaid all loans received from such Seller or any Associate of such Seller with all accrued interest; and (B) if applicable, has been repaid all loans made by it to such Seller or any Associate of such Seller with all accrued interest.
(b) Each Seller further acknowledges and confirms that as at the Closing Date the consideration allocated to such Seller in the Allocation Schedule is correct.
(c) To the extent that any claim, right of action or liability referred to in Section 2.17(a) exists or may exist, each Seller irrevocably and unconditionally waives such claim, right of action or liability and agrees to release and discharge the released persons and/or the relevant member of the Company Group (as applicable) from any liability whatsoever in respect of such claim, right of action or liability, including any claim or liability relating to the Allocation Schedule, save that this waiver and release shall not apply to any Accrued Remuneration due to a Seller from any member of the Company Group.