Example ContractsClausesRelease of Purchased Causes of Action
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Release of Purchased Causes of Action. Effective as of the Closing, Purchaser shall be deemed to have released any and all Purchased Causes of Action against: # the DIP Secured Parties, the Prepetition Secured Parties, Purchaser, or any parent, subsidiary, or Affiliate thereof (in their capacities as such), and their respective directors, officers, members, partners, shareholders, investment managers, managers, attorneys, advisors, and/or other professionals (in their capacities as such); # the Released Sellers Parties; # the Committee and its current and former members (and each of such current or former members’ employees, officers, directors, shareholders and agents (in their capacities as such)), and each of the attorneys, advisors, and/or other professionals of the Committee and its current and former members (in each case, in their capacities as such); and # all Avoidance Actions against Sellers’ vendors, suppliers and/or other trade creditors (but for the avoidance of doubt, Purchaser reserves and does not release any Purchased Causes of Action with respect to setoff rights, contractual claims, and/or other claims and causes of action arising from the business relationship between such Persons and # prior to Closing, Sellers, and # at or after the Closing, Purchaser) (collectively, the “Released Causes of Action”); provided, that the Released Causes of Action shall not include any claim or cause of action for fraud, gross negligence or willful misconduct. Purchaser covenants not to sue or to bring any Proceeding against any Person on account of the Released Causes of Action.

Purchased Causes of Action” has the meaning set forth in [Section 2.1(d)].

Release of Non-Purchased Receivables. If Buyer shall receive any payment under the Sale Agreement that does not consist entirely of Purchased Receivables, Buyer shall promptly, and in any event no later than five Business Days remit to Seller the portion, if any, of such payment that does not constitute Purchased Receivables by wire transfer of immediately available funds to such account as Seller may designate in writing (such designation to be made at least three Business Days prior to any such payment).

all claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment with respect to any other Excluded Assets (including with respect to insurance policies), except to the extent included in the definition ofPurchased Causes of Action”;

all causes of action (regardless of whether or not such claims and causes of action have been asserted by the Seller), lawsuits, judgments, claims and demands of any nature available to or being pursued by the Seller or any Seller Affiliate to the extent related to # the Purchased Assets, # the Assumed Liabilities or # the ownership, use, function or value of any of the Purchased Assets, whether arising by way of counterclaim or otherwise, whether choate or inchoate, known or unknown, contingent or noncontingent;

# has not assigned, pledged, or otherwise conveyed or encumbered any Purchased Asset to any other Person, and immediately prior to the sale of such Purchased Asset to , was the sole owner of such Purchased Asset and had

Purchased Shares. The Cayman Transfer Agent shall hold in escrow the Updated Register of Members reflecting the sale of the Purchased Shares pursuant to [Section 2.4(b)] of the Agreement.

Significant Modification” shall mean # any extension, material amendment, waiver, termination, rescission, cancellation, release, subordination or other modification to the material terms of, or any collateral, guaranty or indemnity for, any Purchased Asset or Purchased Asset Document (including, without limitation, any provision related to the amount or timing of any scheduled payment of interest or principal, the validity, perfection or priority of any security interest, or the release of any collateral or obligor (except in accordance with the underlying Purchased Asset Documents)), # any sale, transfer, disposition or any similar action with respect to any collateral for any Purchased Asset (except to the extent required under the Purchased Asset Documents) or # the foreclosure or exercise of any material right or remedy by the holder of any Purchased Asset or Purchased Asset Document.

Employee specifically acknowledges that Employee’s acceptance of the terms of this Release is, among other things, a specific waiver of Employee’s rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind.

BUYER RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER FROM, AND WAIVES, ANY AND ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, DAMAGES, AND OTHER RELIEF, WHETHER AT LAW OR IN EQUITY AND WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER PAST, PRESENT, OR FUTURE, IN CONNECTION WITH, AS A RESULT OF OR OTHERWISE WITH REGARD TO THE CONDITION OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ITS ENVIRONMENTAL CONDITION. THIS GENERAL RELEASE SHALL BE APPLICABLE, WITHOUT LIMITATION, TO ANY AND ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, DAMAGES AND OTHER RELIEF UNDER ANY OF THE ENVIRONMENTAL LAWS.

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