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 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.
Seller Released Matters is defined in Section 7.22.
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, 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 extent permitted by applicable Laws, any and all provisions, rights and benefits conferred by any applicable Laws which is similar, comparable or equivalent to Section 1542 of the California Civil Code, but only as to the 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 provisions of Section 5.14(b) through Section 5.14(g) shall apply mutatis mutandis to the release of the Seller Released Matters in the immediately preceding sentence.
Effective as of the Closing, each Seller does hereby, for itself and on behalf of the Buyer and each of its Affiliates (excluding the Company) (each, a “Seller Releasing Party”), release and absolutely forever discharge the Company (the “Seller Released Party”) from and against all Seller Released Matters.
More Definitions of Seller Released Matters
Seller Released Matters shall have the meaning set forth in Section 7.11(a).
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. Term Meaning 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 shall have the meaning as set forth in Section 6.8(b). “Seller Releasees” shall have the meaning as set forth in Section 6.8(a). “Seller Releasors” shall have the meaning as set forth in Section 6.8(b). “Seller Shares” shall have the meaning set forth in the Recitals of this Agreement. “Sellers’ Representative” shall have the meaning set forth in the Preamble to this Agreement, together with his successors and assigns. “Sellers’ Representative Expense Amount” shall mean an amount equal to $2,780,000.00. “Specific Indemnity Escrow Amount” shall mean an amount equal to one million five hundred thousand dollars ($1,500,000). “Specific Indemnity Escrow Fund” shall mean the Specific Indemnity Escrow Amount deposited with the Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow and Paying Agent Agreement, including any remaining interest or other amounts earned thereon. “Specific Indemnity Matters” shall have the meaning set forth in Section 8.3(h). “Straddle Period” shall mean a taxable period that begins on or before and ends after the Closing Date. “Success Bonuses” shall have the meaning as set forth in Section 6.10(d). “Target Companies” shall have the meaning set forth in the Preamble of this Agreement. “Tax” or “Taxes” shall mean (a) any and all taxes, charges, duties, fees, levies, or other fees or assessments, in each cash imposed by a Governmental Body in the nature of a tax, including income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever and including any interest, penalty, or addition with respect thereto, whether disputed or not, (b) any Liability under any state abandonment or unclaimed property, escheat or similar Law and (c) any Liability for the payment of any amounts of the type described in clauses (a) or (b) that arises by reason of a contract, assumption, transferee or
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 (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 pursuant to the organizational or governance documents of the Company 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 Company. It is the intention of the 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. 5.13(c) “Seller Released Party” 5.13(c) “Seller Releasing Party” 5.13(c) “Sellers” Preamble “Shares” Recitals “Shared Contract” 5.14 “Straddle Contest” 7.03(e) “Surviving Agreements” 5.13(a) “Tax Contest” 7.03(b) “Tax Indemnification Event” 7.03(a) “Terminated Agreements” 5.13(a) “Termination Date” 10.01(c) “Third-Party Claim” 9.05(b) “UK Seller” Preamble “UK Aggregates Supply Agreement” 5.12 “UK Cement Supply Agreement” 5.12 “UK Flexible Apportionment Arrangement” 6.11 “UK Loan Amount” Recitals “UK Transition Services Agreement” 5.11 “Union Pension Plan” 1.01 “US Seller” Preamble
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 (“Claims”), 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 Business or any of the Companies or Company Subsidiaries, or as a counterparty to any Contract with any Company or Company Subsidiary (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 any Claim arising out of or relating to (i) any Surviving Agreement, or (ii) this Agreement or any Ancillary Agreement. It is the intention of the Sellers 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, 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, any Seller Indemnified Party now has, or at any time previously had, or shall or may have in the future, as a securityholder (whether direct or indirect), officer, manager, director, contractor, consultant or employee of the Company, arising by virtue of or in any matter related to any actions or inactions with respect to the Company or the Company’s affairs on or before the Closing Date, except (a) for claims, demands, damages, debts, liabilities, obligations, costs, expenses, actions and causes of action arising under this Agreement and (b) in the case of Seller Indemnified Parties who are or were directors, officers or employees of the Company or any of its Subsidiaries, for rights under indemnification provisions of the Organizational Documents of the Company or such Subsidiary, as applicable, and rights under any employment, equity incentive, bonus or other employment or compensation agreements or plans. It is the intention of each Seller Indemnified Party in executing this release, and in giving and receiving the consideration called for herein, that the release contained in this Section 6.12 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 each Seller Indemnified Party and the Buyer Released Parties of all Seller Released Matters including accrued but unpaid distributions and payments in connection with a liquidation or change of control transaction. Notwithstanding anything herein or otherwise to the contrary, the release contained in this Section 6.12 will not be effective so as to benefit a particular Buyer Released Party in connection with any matter or event that would otherwise constitute a Seller Released Matter, but involved fraud on the part of such Buyer Released Party. The invalidity or unenforceability of any part of this Section 6.12 shall not affect the validity or enforceability of the remainder of this Section 6.12 which shall remain in full force and effect.