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 Interests. Subject to the terms and conditions hereof, at the Closing (defined below), Emmis shall sell and assign and Sinclair shall purchase and acquire the Purchased Interests free and clear of any and all liens, mortgages, pledges, security interests, claims, encumbrances or any interests of any third party (collectively, “Liens”).

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.

Governmental Action. shall become the subject of a cease and desist order of any Governmental Authority or enter into a memorandum of understanding or consent agreement with any Governmental Authority, any of which, would have, or is purportedly the result of any condition which would be reasonably likely to have, a Material Adverse Effect; or

Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of the Agreement.

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