Example ContractsClausessellerVariants
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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.

Except for the obligations of Seller Release. Seller,or any of its Affiliates under this Agreement, the License Agreement and for Fraud, for and in consideration of the Acquired Assets, effective as of the Closing, Buyer, on behalf of itself and its Affiliates, successors, assigns, heirs, executors, legatees, administrators, beneficiaries, representatives and agents (the “Seller“Buyer Releasing Parties”), absolutely and unconditionally fully, finally and irrevocably releases, acquits and forever discharges Buyer,Seller and its Affiliates, each of their present and former officers, directors, predecessors,managers, and employees and each of their respective heirs, executors, administrators, successors and assigns, and the beneficiaries, heirs, executors, personal or [[Organization C:Organization]] representatives, insurers and attorneys of any of themassigns (collectively, the “Buyer“Seller Released Parties”), from any and all commitments,costs, expenses, damages, debts, or any other obligations, Liabilities and Claims whatsoever, including Potential 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, atboth in law orand 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 prioreach case to the Closing with respect toextent arising out of or resulting from # the ownership or operation of the Facility,Facility (including the use of any Seller Marks), the Acquired Assets or the Assumed Liabilities (collectively,Liabilities, to the “Buyer Released Matters”), except thatextent arising prior to the Buyer Released Matters do not include, and nothing in this Section 5.14 shall affectClosing or be construed as a waiver or release by Seller Releasing Parties of, any Potential Claim by any# the use of the Seller Marks by any Buyer Releasing Parties arisingParty from or relating to #and after the paymentClosing (all of the Purchase Price and any payments resulting fromforegoing, collectively, the Purchase Price adjustment pursuant to“Seller Released Matters”). The provisions of Section 2.10 on and subject5.14(b) through Section 5.14(g) shall apply mutatis mutandis 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 claimrelease of indemnification asserted againstthe Seller or #Released Matters in the performance by Buyer of any of its obligations under this Agreement.immediately preceding sentence.

SellerGeneral Release. From and after Closing Date, # the Seller, on behalf of itself and its Affiliates, successors, assigns, heirs, executors, legatees, administrators, beneficiaries, representatives and agents (the “Sellerthe Seller Affiliates (each a “Seller Releasing Parties”Person”), fully, finallyhereby forever releases and irrevocably releases, acquits and forever discharges Buyer,the Purchaser, its Affiliates, officers, directors,Affiliates or any of their respective Representatives, predecessors, successors and assigns, andsuccessors, related entities, assigns or the beneficiaries, heirs, executors, personallike or [[Organization C:Organization]] representatives, insurers and attorneys ofany persons acting by, through, under or in concert with, any of them (collectively, the “Buyer Released Parties”Released Purchaser Persons), from all debts, demands, causes of action, suits, covenants, torts, damages and any and all commitments, Claims, promises, agreements, debts, damages, Liabilities, obligations, costsclaims, defenses, offsets, judgments, demands and expensesliabilities whatsoever, of every kindname and nature whatsoever, whether arising from any Contract ornature, both at law and in tort,equity, known or unknown, past, presentaccrued or future, at lawunaccrued, that have been or in equity, contingent or otherwise (collectively, a “Potential Claim”),could have been asserted against any Released Purchaser Person, that suchany Seller Releasing Parties, or any of them, had,Person 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.ever

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