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General Release of Claims by Executive
General Release of Claims by Executive contract clause examples

General Release. From and after Closing Date, # the Seller, on behalf of itself and the Seller Affiliates (each a “Seller Releasing Person”), hereby forever releases and discharges the Purchaser, its Affiliates or any of their respective Representatives, predecessors, successors, related entities, assigns or the like or any persons acting by, through, under or in concert with, any of them (collectively, the “Released Purchaser Persons”) from all debts, demands, causes of action, suits, covenants, torts, damages and any and all claims, defenses, offsets, judgments, demands and liabilities whatsoever, of every name and nature, both at law and in equity, known or unknown, accrued or unaccrued, that have been or could have been asserted against any Released Purchaser Person, that any Seller Releasing Person has or ever

had, that arises out of or in any way relates to events, circumstances or actions occurring, existing or taken prior to or as of the Closing Date in respect of matters relating to the Business, this Agreement or the other Transactional Agreements or the transactions contemplated hereby and thereby and # the Purchaser, on behalf of itself and its Affiliates (each a “Purchaser Releasing Person”), hereby and forever discharges the Seller, its Affiliates or any of their respective Representatives, predecessors, successors, related entities, assigns or the like or any persons acting by, through, under or in concert with, any of them (collectively, the “Released Seller Persons”) from all debts, demands, causes of action, suits, covenants, torts, damages and any and all claims, defenses, offsets, judgments, demands and liabilities whatsoever, of every name and nature, both at law and in equity, known or unknown, accrued or unaccrued, that have been or could have been asserted against any Released Seller Person, that any Purchaser Releasing Person has or ever had, that arises out of or in any way relates to events, circumstances or actions occurring, existing or taken prior to or as of the Closing Date in respect of this Agreement or the other Transactional Agreements or the transactions contemplated hereby and thereby; except that neither clause (a) nor [clause (b) of this Section 9.7] applies to or shall constitute a release or discharge of # any rights or obligations to the extent arising under this Agreement, any Transactional Agreement or any certificate or other instrument delivered by or on behalf of either Party pursuant to this Agreement or # any claim based on Fraud of any of the Released Purchaser Persons or Released Seller Persons.

Effective as of the Closing and except as otherwise expressly set forth in this Agreement (including [Section 4.11(c)]) or in any of the Ancillary Agreements or for Fraud, each Seller, on behalf of itself and each of its Affiliates and each of their respective successors and assigns, hereby irrevocably, unconditionally and completely waives and releases and forever discharges Purchaser and each of its respective Affiliates, and each of their respective heirs, executors, administrators, successors and assigns (such released Persons, the “Releasees”), of and from all debts, demands, Actions, causes of action, suits, accounts, covenants, Contracts, damages, claims and other Liabilities whatsoever of every name and nature, both in law and in equity, arising out of or related to the Acquired Companies or their businesses prior to the Closing Date. Each Seller shall not make, and each Seller shall not permit any of its Affiliates or their respective Representatives to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any of Purchaser’s or its Affiliates’ or any of their Releasees with respect to any Liabilities or other matters released pursuant to this [Section 4.11].

Seller Release. Seller, on behalf of itself and its Affiliates, successors, assigns, heirs, executors, legatees, administrators, beneficiaries, representatives and agents (the “Seller Releasing Parties”), fully, finally and irrevocably releases, acquits and forever discharges Buyer, its Affiliates, officers, directors, predecessors, successors and assigns, and the beneficiaries, heirs, executors, personal or [[Organization C:Organization]] representatives, insurers and attorneys of any of them (collectively, the “Buyer Released Parties”), from any and all commitments, Claims, promises, agreements, debts, damages, Liabilities, obligations, costs and expenses of every kind and nature whatsoever, whether arising from any Contract or in tort, known or unknown, past, present or future, at law or in equity, contingent or otherwise (collectively, a “Potential Claim”), that such Seller Releasing Parties, or any of them, had, has or may have had at any time in the past until and including the Closing or that may arise in the future, against the Buyer Released Parties, or any of them, for or by reason of any matter, cause or thing whatsoever occurring at any time at or prior to the Closing with respect to the ownership or operation of the Facility, the Acquired Assets or the Assumed Liabilities (collectively, the “Buyer Released Matters”), except that the Buyer Released Matters do not include, and nothing in this Section 5.14 shall affect or be construed as a waiver or release by Seller Releasing Parties of, any Potential Claim by any of the Seller Releasing Parties arising from or relating to # the payment of the Purchase Price and any payments resulting from the Purchase Price adjustment pursuant to Section 2.10 on and subject to the terms and conditions hereof, and any Indemnifiable Losses payable by Buyer pursuant to Article 8, # Seller’s right to defend (including through a counterclaim) any claim of indemnification asserted against Seller or # the performance by Buyer of any of its obligations under this Agreement.

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