Seller Released Matters means any and all claims, suits, demands, damages, losses, debts, liabilities, judgments, obligations, costs, expenses (including reasonable attorneys' and accountants' fees and expenses), actions and causes of action of any nature whatsoever (including any claims based on or relating to infringement, misappropriation of trade secrets, breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of confidential information or any other nondisclosure obligation that may exist between the parties prior to the Closing), whether now known or unknown, suspected or unsuspected, that the Seller Releasing Parties now have, or at any time previously had, or shall or may have in the future, in whatever capacity, against the Buyer Released Parties, (i) arising or accruing on or before the Closing Date, including any unpaid Transaction Expenses, in connection with or otherwise in relation to the transactions contemplated by this Agreement or (ii) arising, accruing, or that could have accrued from or in connection with any asset owned by or licensed to Seller, any of the Target Entities or their Affiliates in each case that is being acquired by the Buyer, prior to or as of the Closing Date; provided that, notwithstanding the foregoing or any other provision in this Article X, Seller Released Matters shall in no manner prevent Seller from enforcing any right of Seller contained in this Agreement. It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters. Seller, for itself and on behalf of the other Seller Releasing Parties, acknowledges that it has consulted with legal counsel and shall be deemed to have waived, and shall have expressly, knowingly and intentionally waived and relinquished, but only as to the Seller Released Matters, to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which provides that: Seller, for itself and on behalf of the other Seller Releasing Parties, also shall be deemed to have waived, and shall have waived and relinquished, to the fullest...
Seller Released Matters is defined in Section 7.22.
Seller Released Matters means any and all claims, demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that any Seller Releasing Party now has, or at any time previously had, or shall or may have in the future, as an equityholder, director, officer, contractor, consultant, employee, agent, advisor of the Partnership or otherwise, to the extent relating to, arising out of or resulting from the Partnership Interests, the Partnership, the Partnership Agreement, the Partnership Guaranties, the Operating Agreement, the Chlorine Sales Agreement, the CSA Letter Agreements or any right relating to any of the foregoing; provided that the Seller Released Matters shall not include any right of any Seller Releasing Party contained in this Agreement. Notwithstanding the foregoing, the Seller Released Matters shall not include any claims, demands, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that any Seller Releasing Party has, previously had or may have to the extent relating to, arising out of or resulting from the Excluded Contract.
Examples of Seller Released Matters in a sentence
It is the intention of Seller, for itself and behalf of the Seller Releasing Parties, in executing this Agreement, and in giving and receiving the consideration called for herein, that the release contained in this Section 10.01 shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the Seller Releasing Parties and the Buyer Released Parties of all Seller Released Matters.
Seller hereby represents to Buyer that the Seller Releasing Parties have not voluntarily or involuntarily assigned or transferred or purported to assign or transfer, and covenants that it will not voluntarily or involuntarily assign or transfer or purport to assign or transfer, to any Person any Seller Released Matters and that no Person other than Seller has any interest in any Seller Released Matter by law or contract.
The Companies have provided the release in this Article VI voluntarily, with the intention of fully and finally extinguishing all Seller Released Matters.
Effective upon the consummation of the Minority Purchase pursuant hereto, each Company further agrees never to commence, aid or participate in a manner adverse to any Applicable Seller in any legal action or other proceeding based in whole or in part upon any Seller Released Matters relating to such Applicable Seller.
Effective upon the consummation of the Minority Purchase pursuant hereto, the Companies acknowledge and agree that they shall not make any claim related to the Seller Released Matters against any Person that has a right to seek indemnification, contribution or other relief for such claim from any Applicable Seller.
More Definitions of Seller Released Matters
Seller Released Matters means any and all claims, demands, proceedings, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, primary or secondary, direct or indirect, absolute or contingent, that any Seller Releasing Party now has, or at any time previously had, or shall or may have in the future, as an owner of the Company or any Shares, as a director, officer or employee of the Company, or as a counterparty to any Contract with the Company, in each case arising with respect to any matter occurring at or prior to the Closing; provided, that Seller Released Matters shall not include (a) this Agreement or any Ancillary Agreement; (b) any right of any Seller Releasing Party that is a natural person to be indemnified by the Company pursuant to the organizational or governance documents of the Company; and (c) any right of any Seller Releasing Party that is a natural person to salary, bonus, expense reimbursement or other ordinary compensation earned in the capacity as a director, officer or employee of the Company.
Seller Released Matters has the meaning given in clause 12.9(b)(1). Seller Trade Marks the words, logos and marks listed in Schedule 14. Seller’s Consolidated Group the Consolidated Group of which the Seller and any of the Target Entities are members. Seller’s Head Company the Head Company of the Seller’s Consolidated Group. Seller’s Report as defined in Schedule 7. Seller’s Tax Sharing Agreement the Tax Sharing Agreement entered into by the Seller’s Head Company and each Target Entity dated 1 September 2007, as amended 23 September 2011 and 3 February 2014. SGA Superannuation Guarantee (Administration) Xxx 0000 (Cth). Share Completion completion of the sale and purchase of the Sale Shares under clause 4.2. Share Purchase Price $1.00. Specified Executives [***] Stanwell Stanwell Corporation Limited ABN 37 078 848 674. [***] [***] [***] [***] [***] [***] [***] [***] State Leasehold Properties the properties leased by or licenced to a Target Entity from the State of Queensland as listed in Part 2 of Schedule 11. Straddle Returns is defined in clause 15.6. Target Entities each of the entities listed in Schedule 3. Target Working Capital Balance is defined in Schedule 7. Tax any tax, levy, charge, impost, fee, deduction, goods and services tax, compulsory loan or withholding, that is assessed, levied, imposed or collected by any Governmental Agency and includes any interest, fine, penalty, charge, fee or any other amount imposed on, or in respect of any of the above but excludes Duty. Tax Claim any claim, demand, legal proceedings or cause of action including any claim, demand, legal proceedings or cause of action arising from a breach of a Tax Warranty, any Tax obligation given by a Buyer Entity under this agreement or which is the subject of the indemnity in clause 11.5.
Seller Released Matters has the meaning set forth in Section 8.4(a).
Seller Released Matters has the meaning given such term in Section 6.10(b).
Seller Released Matters. MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT ANY BUYER RELEASOR NOW HAS, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, ARISING OUT OF SELLER’S STATUS AS AN INTEREST HOLDER OF THE COMPANY (INCLUDING RELATED TO ANY SERVICE BY A REPRESENTATIVE OF SELLER ON THE BOARD OF THE COMPANY), TO THE EXTENT ARISING BY VIRTUE OF, OR IN ANY MANNER RELATED TO, ANY ACTIONS ON OR BEFORE THE CLOSING DATE; PROVIDED, THAT SELLER RELEASED MATTERS SHALL NOT INCLUDE (A) ANY RIGHT OF A BUYER RELEASOR CONTAINED IN THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY CERTIFICATE DELIVERED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE RELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY, (B) ANY DEFENSES TO THE EXTENT THEY MAY BE ASSERTED BY A BUYER RELEASOR TO OR IN CONNECTION WITH ANY CLAIMS ASSERTED AGAINST A BUYER RELEASOR IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT BY THE SELLER RELEASED PARTIES OR THEIR SUCCESSORS OR ASSIGNS OR (C) CLAIMS ARISING FROM ACTUAL FRAUD. IT IS THE INTENTION OF THE COMPANY IN EXECUTING THIS RELEASE THAT THE RELEASE CONTAINED IN THIS SECTION 6.10(b) SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL SELLER RELEASED MATTERS AND THE FINAL RESOLUTION BY THE RELEASORS AND THE SELLER RELEASED PARTIES OF ALL SELLER RELEASED MATTERS. THE COMPANY HEREBY REPRESENTS THAT IT HAS NOT VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER TO ANY PERSON ANY SELLER RELEASED MATTERS. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION 6.10(b) SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 6.10(b), WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
Seller Released Matters means any and all claims, demands, proceedings, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, primary or secondary, direct or indirect, absolute or contingent, that any Seller Releasing Party now has, or at any time previously had, or shall or may have in the future, as an owner of the Company, any Blocker Corporation or any Units or Blocker Corporation Shares, as a director, officer or employee of any Transferred Company, or as a counterparty to any Contract with any Transferred Company (including any Terminated Agreement), in each case arising with respect to any matter occurring at or prior to the Closing; provided that Seller Released Matters shall not include (i) any Surviving Agreement, (ii) this Agreement or any Ancillary Agreement, (iii) any right of any Seller Releasing Party that is a natural person to be indemnified by the Company or any Blocker Corporation pursuant to the organizational or governance documents of the Transferred Companies, and (iv) any right of any Seller Releasing Party that is a natural person to salary, bonus, expense reimbursement or other ordinary compensation earned in the capacity as a director, officer or employee of the Transferred Companies. It is the intention of each Seller in providing this release to the Seller Released Parties, and in giving and receiving the consideration called for in this Agreement, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the applicable Seller Releasing Party and the Seller Released Parties of all Seller Released Matters.
Seller Released Matters means any and all Claims, damages, debts, liabilities, obligations (including any rights of contribution or indemnity obligations), costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, that the Sellers now have, at any time previously had, or shall or may have in the future arising with respect to their direct or indirect ownership interest in the Acquired Companies or by virtue of or in any matter related to any actions or inactions with respect to the Acquired Companies, in each case on or before the Closing Date; provided, that the Seller Released Matters shall not include (i) any rights granted to the Sellers under this Agreement or the Seller Documents or the Company Documents, (ii) in the case of any Seller that is an employee of a Target Company, rights to compensation accrued prior to the Closing Date under Benefit Plans provided to the Purchaser prior to the date hereof, or (iii) any rights of indemnification pursuant to any Indemnification Agreement or the Organizational Documents of the Acquired Companies with respect to actions or events that took place prior to the Closing. Each Seller hereby represents and warrants that it or he has not assigned any Claims released or purported to be released pursuant to this Section 8.11 to any other Person.