Examples of Seller Release Parties in a sentence
Seller hereby represents and warrants the following matters to Purchaser as of the Effective Date (or such other time as provided herein) and Purchaser acknowledges and agrees that the representations and warranties contained herein are made solely by Seller and in no event shall be deemed to have been made by any of the Seller Release Parties.
Seller, for itself and the Seller Release Parties, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced or voluntarily aiding, any proceeding of any kind against any Buyer Release Party, based upon any matter purported to be released hereby.
Seller Parent, for itself and the Seller Release Parties, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced or voluntarily aiding, any proceeding of any kind against any Buyer Release Party, based upon any matter purported to be released hereby.
Notwithstanding the foregoing, nothing in this Section 7(b) shall be a release with regard to the Seller Released Parties as to this Agreement, the Non-Solicitation Agreement and/or the Consulting Agreement, nor shall this Section 7(b) limit Buyer’s ability to enforce, as against Seller Release Parties, the terms of this Agreement, the Non-Solicitation Agreement and/or the Consulting Agreement, as the case may be.
The Company shall (and shall cause the Company Subsidiaries to) refrain from directly or indirectly asserting any Proceedings or commencing (or causing to be commenced) any Proceeding of any kind before any court or Governmental Entity against the Seller Release Parties based upon the Seller Released Claims.
For the avoidance of doubt, the releases set forth in this Section 4.14 do not release any claims of Buyer Release Parties or Seller Release Parties under or related to this Agreement, the Ancillary Agreements, the US Transfer Agreement, the Ancillary Agreements (as defined in the US Transfer Agreement), or any other agreement, instrument, or document executed and/or delivered in connection with the foregoing.
Seller Releasor acknowledges that there is a possibility that subsequent to the date hereof, Seller Releasor or the Seller Release Parties will discover facts or incur or suffer claims that were unknown or unsuspected at the time this Amendment was executed, and which if known by Seller Releasor or the Seller Release Parties at that time may have materially affected their decision to agree to this Section 3(a).
Each of Seller Release Parties expressly waives and assumes the risk of any and all claims, demand, obligations, or causes of action for damages arising out of any matter which may exist as of this date but which any of Seller Release Parties does not know or suspect to exist in their favor, for any reason, including ignorance, oversight, error, negligence, or otherwise, and which, if known, would or could affect their decision to enter into this Agreement.
Notwithstanding anything herein to the contrary, it is expressly agreed that the Seller Release Parties to whom this Section 7.14(b) applies shall be third-party beneficiaries of this Section 7.14(b) and shall be entitled to enforce the releases and covenants contained herein.
Seller Releasor, on behalf of himself and the Seller Release Parties, acknowledges and agrees that by reason of this Agreement, and the releases contained in the first sentence of this Section 3(a), Seller Releasor, on behalf of himself and the Seller Release Parties, is assuming any risk of such unknown facts and such unknown and unsuspected claims.