Common use of Release of Purchaser Clause in Contracts

Release of Purchaser. (a) As further consideration for payment of the Purchase Price, Seller does hereby, on behalf of Seller and its agents, representatives, attorneys, assigns, heirs, executors and administrators (collectively, the “Seller Parties”) RELEASE AND FOREVER DISCHARGE the Purchaser and its subsidiaries and their respective Affiliates, parents, joint ventures, officers, directors, shareholders, interest holders, members, managers, employees, consultants, representatives, successors and assigns, heirs, executors and administrators (collectively, the “Purchaser Parties”) from all causes of action, suits, debts, claims and demands whatsoever known or unknown, at law, in equity or otherwise, which Seller or any of the Seller Parties ever had, now has, or hereafter may have, arising from or relating in any way to Seller’s status as a stockholder, investor, lender or debtor of the Purchaser on or prior to the date hereof, any agreement between Seller and the Purchaser or any Affiliate of the Purchaser entered into prior to the date hereof, the Seller’s purchase of any portion of the Purchaser’s capital stock prior to the date hereof, any claims for reasonable attorneys’ fees and costs, and including, without limitation, any claims relating to fees, penalties, liquidated damages, and indemnification for losses, liabilities and expenses, but not including (i) claims arising from the 200,000,000 shares of the Purchaser’s Common Stock owned by Seller on the date hereof and (ii) claims to payments and other rights provided to such Seller Party under this Agreement. The release contained in this Section 7 is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, or implied or express contract. Except as specifically provided herein, it is expressly understood and agreed that this release shall operate as a clear and unequivocal waiver by Seller, on behalf of itself and the Seller Parties, of any such claim whatsoever. (b) The Seller, on behalf of itself and the Seller Parties, agrees never to bring (or cause or permit to be brought) any action or proceeding against the Purchaser or any other Purchaser Party regarding the Seller’s status as stockholder, investor, lender or debtor of the Purchaser on or prior to the date hereof, agreements with the Purchaser or any Affiliate of the Purchaser that are released pursuant to Section 7(a) above. The Seller agrees that in the event that any claim, suit or action released pursuant to paragraph 7(a) shall be commenced by it or any of the Seller Parties against the Purchaser or any other Purchaser Party, the release contained in Section 7(a) shall constitute a complete defense to any such claim, suit or action so instituted. (c) Seller hereby covenants and agrees, on behalf of itself and the Seller Parties, that neither Seller nor any of the Seller Parties will encourage any Person to file a lawsuit, claim or complaint against the Purchaser or any other Purchaser Party relating to the claims released pursuant to Section 7(a). Seller hereby covenants and agrees, on behalf of Seller and the Seller Parties, that neither Seller nor any of the Seller Parties will assist any Person who files or has filed a lawsuit, claim, or complaint against the Purchaser or any other Purchaser Party relating to the claims released pursuant to paragraph 7(a) unless Seller or any of the Seller Parties is required to render such assistance pursuant to a lawful subpoena or other legal obligation. If Seller or any of the Seller Parties is served with any such legal subpoena or becomes subject to any such legal obligation, Seller shall provide prompt written notice to the Purchaser thereof and enclose a copy of the subpoena and any other documents describing the legal obligation with such written notice. (d) The parties to this Agreement agree and acknowledge that the release of any asserted or unasserted claims against the Purchaser and the other Purchaser Parties pursuant to Section 7(a) are not and shall not be construed to be an admission of any violation of any Federal, state or local statute or regulation, or of any duty owed by the Purchaser or any of the other Purchaser Parties to the Seller. (e) Seller acknowledges that there is a risk that after signing this Agreement it may discover losses or claims that are released under this Agreement, but that are presently unknown to it. Seller assumes this risk and understands that this release shall apply to any such losses and claims. Seller understands that this Agreement includes a full and final release covering all known and unknown, suspected or unsuspected injuries, debts, claims or damages which have arisen or may have arisen from any matters, acts, omissions or dealings released in Section 7(a) above. Seller acknowledges that by accepting the Purchase Price and other benefits set forth in this Agreement, it assumes and waives the risk that the facts and the law may be other than as Seller understands them to be. (f) Seller certifies and acknowledges that it: (i) has read the terms of this Agreement and the release provided hereunder, and that Seller understands its terms and effects, including the fact that Seller has agreed to RELEASE AND FOREVER DISCHARGE the Purchaser and all other Purchaser Parties from any legal action or other liability of any type related in any way to the matters released pursuant to Section 7(a); (ii) has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which Seller acknowledges is adequate and satisfactory to Seller; and (iii) has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement. (g) As used in this Agreement, “Affiliate” shall mean, with respect to any Person, any Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person and shall include (a) any Person who is a director or beneficial holder of at least 10% of the then outstanding capital stock (or partnership interests or other shares of beneficial interest) of such Person and Family Members of any such Person, (b) any Person of which such Person or an Affiliate (as defined in clause (a) above) of such Person directly or indirectly, either beneficially owns at least 10% of the then outstanding capital stock (or partnership interests or other shares of beneficial interest) or constitutes at least a 10% equity participant, (c) any Person of which an Affiliate (as defined in clause (a) above) of such Person is a partner, director, officer or executive employee, and (d) in the case of a specified Person who is an individual, Family Members of such Person. “Family Members” shall mean, with respect to any individual, any Related Person or Family Trust of such individual. “Family Trust” shall mean, with respect to any individual, any trust created for the benefit of one or more of such individual’s Related Persons and controlled by such individual. “Related Persons” shall mean, with respect to any individual, such individual’s parents, spouse, children and grandchildren. ”Person” shall mean an individual, partnership, corporation, association, limited liability company, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereof.

Release of Purchaser. Effective upon the Closing (a) As further as hereinafter defined), for the good and valuable consideration set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, each of Borrower and Guarantor, for payment of the Purchase Price, Seller does hereby, itself and on behalf of Seller its parent and its agentssubsidiary companies, representativesaffiliates, attorneysdivisions, business units, successors, assigns, heirs, executors predecessors-in-interest, and administrators successors-in-interest, and each of its officers, directors, employees, representatives, agents, attorneys, partners, members, managers and shareholders (collectively, the “Seller PartiesBorrower Releasors”) RELEASE AND FOREVER DISCHARGE the ), hereby releases, acquits and forever discharges Purchaser and its subsidiaries respective affiliates, successors, assigns, predecessors-in-interest, and successors-in-interest, and each of their respective Affiliates, parents, joint ventures, officers, directors, shareholdersemployees, interest holdersrepresentatives, agents, and attorneys, partners, members, managers, employees, consultants, representatives, successors and assigns, heirs, executors and administrators shareholders (collectively, the “Purchaser PartiesReleasees”) ), from and against any and all causes of action, suits, debts, claims liens, obligations, liabilities, claims, demands, damages, judgments, losses, orders, penalties, costs and demands whatsoever known or unknown, at law, in equity or otherwise, which Seller or any of the Seller Parties ever had, now has, or hereafter may have, arising from or relating in any way to Seller’s status as a stockholder, investor, lender or debtor of the Purchaser on or prior to the date hereof, any agreement between Seller and the Purchaser or any Affiliate of the Purchaser entered into prior to the date hereof, the Seller’s purchase of any portion of the Purchaser’s capital stock prior to the date hereof, any claims for reasonable attorneys’ fees and costs, and expenses including, without limitation, any claims relating to attorneys’ fees, penalties, liquidated damages, and indemnification for losses, liabilities and expenses, but not including (i) claims arising from the 200,000,000 shares of the Purchaser’s Common Stock owned by Seller on the date hereof and (ii) claims to payments and other rights provided to such Seller Party under this Agreement. The release contained in this Section 7 is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, or implied or express contract. Except as specifically provided herein, it is expressly understood and agreed that this release shall operate as a clear and unequivocal waiver by Seller, on behalf of itself and the Seller Parties, of any such claim kind or nature whatsoever. (b) The Seller, on behalf of itself and the Seller Partiesin law or in equity, agrees never to bring (whether known or cause or permit to be brought) any action or proceeding against the Purchaser or any other Purchaser Party regarding the Seller’s status as stockholder, investor, lender or debtor of the Purchaser on or prior to the date hereof, agreements with the Purchaser or any Affiliate of the Purchaser that are released pursuant to Section 7(a) above. The Seller agrees that in the event that any claim, suit or action released pursuant to paragraph 7(a) shall be commenced by it or any of the Seller Parties against the Purchaser or any other Purchaser Party, the release contained in Section 7(a) shall constitute a complete defense to any such claim, suit or action so instituted. (c) Seller hereby covenants and agrees, on behalf of itself and the Seller Parties, that neither Seller nor any of the Seller Parties will encourage any Person to file a lawsuit, claim or complaint against the Purchaser or any other Purchaser Party relating to the claims released pursuant to Section 7(a). Seller hereby covenants and agrees, on behalf of Seller and the Seller Parties, that neither Seller nor any of the Seller Parties will assist any Person who files or has filed a lawsuit, claim, or complaint against the Purchaser or any other Purchaser Party relating to the claims released pursuant to paragraph 7(a) unless Seller or any of the Seller Parties is required to render such assistance pursuant to a lawful subpoena or other legal obligation. If Seller or any of the Seller Parties is served with any such legal subpoena or becomes subject to any such legal obligation, Seller shall provide prompt written notice to the Purchaser thereof and enclose a copy of the subpoena and any other documents describing the legal obligation with such written notice. (d) The parties to this Agreement agree and acknowledge that the release of any asserted or unasserted claims against the Purchaser and the other Purchaser Parties pursuant to Section 7(a) are not and shall not be construed to be an admission of any violation of any Federal, state or local statute or regulation, or of any duty owed by the Purchaser or any of the other Purchaser Parties to the Seller. (e) Seller acknowledges that there is a risk that after signing this Agreement it may discover losses or claims that are released under this Agreement, but that are presently unknown to it. Seller assumes this risk and understands that this release shall apply to any such losses and claims. Seller understands that this Agreement includes a full and final release covering all known and unknown, suspected or unsuspected injuriesunsuspected, debtsfixed or contingent, claims liquidated or damages unliquidated, accrued or unaccrued, which any of the Borrower Releasors have, own, hold, or claim to have, own, or hold, or at any time heretofore have arisen had, owned, held or may claimed to have arisen from had, owned, or held against any matters, acts, omissions or dealings released in Section 7(a) above. Seller acknowledges that by accepting the Purchase Price and other benefits set forth in this Agreement, it assumes and waives the risk that the facts and the law may be other than as Seller understands them to be. (f) Seller certifies and acknowledges that it: (i) has read the terms of this Agreement and the release provided hereunder, and that Seller understands its terms and effects, including the fact that Seller has agreed to RELEASE AND FOREVER DISCHARGE the Purchaser and all other Purchaser Parties from any legal action Releasees arising from, based upon, or other liability of any type related in any way to the matters released pursuant to Section 7(a); (ii) has signed this Agreement voluntarily and knowingly in exchange for the consideration described hereinto, which Seller acknowledges is adequate and satisfactory to Seller; and (iii) has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement. (g) As used in this Agreement, “Affiliate” shall mean, with respect to any Person, any Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person and shall include (a) any Person who is a director or beneficial holder of at least 10% of the then outstanding capital stock (or partnership interests or other shares of beneficial interest) of such Person and Family Members of any such Person, (b) any Person of which such Person or an Affiliate (as defined in clause (a) above) of such Person whether directly or indirectly, either beneficially owns at least 10% (i) the Loan; (ii) the Loan Documents; (iii) the Property; (iv) any and all other agreements, documents or instruments referenced herein or in the Loan Documents or related hereto or thereto; (v) any defenses as to the enforcement of the then outstanding capital stock Loan Documents; or (or partnership interests or other shares of beneficial interest) or constitutes at least a 10% equity participant, (cvi) any Person theory of which an Affiliate lender liability (collectively, the “Purchaser Released Matters”). Each of the Borrower Releasors hereby unconditionally and irrevocably agrees that it will not ▇▇▇ any Purchaser Releasee on the basis of any Lender Released Matter. If any Borrower Releasor violates the foregoing covenant, each Borrower Releasor agrees, jointly and severally, to pay, in addition to such other damages as defined in clause (a) above) any Purchaser Releasee may sustain as a result of such Person is violation, all reasonable and documented attorneys’ fees and costs incurred by such Purchaser Releasee as a partner, director, officer or executive employee, and (d) in the case of a specified Person who is an individual, Family Members result of such Person. “Family Members” shall mean, with respect to any individual, any Related Person or Family Trust of such individual. “Family Trust” shall mean, with respect to any individual, any trust created for the benefit of one or more of such individual’s Related Persons and controlled by such individual. “Related Persons” shall mean, with respect to any individual, such individual’s parents, spouse, children and grandchildren. ”Person” shall mean an individual, partnership, corporation, association, limited liability company, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereofviolation.

Release of Purchaser. (a) As further consideration DPS, for payment of the Purchase Price, Seller does hereby, itself and on behalf of Seller and its agents, representatives, attorneys, assigns, heirs, executors and administrators (collectively, the “Seller Parties”) RELEASE AND FOREVER DISCHARGE the Purchaser and its subsidiaries and their respective Affiliates, parents, joint venturesrepresentatives, officers, directors, shareholderssubsidiaries, interest holders, members, managers, employees, consultants, representativesaffiliates, successors and assignsassigns (individually, heirs, executors a "DPS Party" and administrators (collectively, the “"DPS Parties"), for good and adequate consideration, the receipt whereof is hereby acknowledged, does hereby remise, release and forever discharge each of the Purchaser Parties”Parties (as hereinafter defined) of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever known in law or unknown, at law, in equity or otherwise(collectively, "Claims"), which Seller or any of against the Seller Parties said Purchaser Party such DPS Party ever had, now hashas or which it, its successors or assigns, hereafter can, shall or may havehave for, arising upon or by reasons of any matter, cause or thing whatsoever from or relating in any way to Seller’s status as a stockholder, investor, lender or debtor the beginning of the Purchaser on or prior to the date hereof, any agreement between Seller and the Purchaser or any Affiliate of the Purchaser entered into prior to the date hereof, the Seller’s purchase of any portion of the Purchaser’s capital stock prior to the date hereof, any claims for reasonable attorneys’ fees and costsworld to, and including, without limitationthe Closing Date (collectively, the "DPS Released Claims"); provided, however, that, notwithstanding the foregoing, neither DPS nor any claims relating other DPS Party shall be deemed hereunder to feeshave released, penaltieswaived, liquidated damagesacquitted, withdrawn, retracted or discharged any rights under that certain Stock Purchase Agreement dated June 30, 2015, by and indemnification for lossesamong DPS, liabilities CMAC Purchaser, LLC, ▇▇▇▇▇ ▇. ▇▇▇▇ and expenses, but not including ▇▇▇▇▇ ▇. ▇▇▇▇▇ (i) claims arising from the 200,000,000 shares of the Purchaser’s Common "Stock owned by Seller on the date hereof and (ii) claims to payments and other rights provided to such Seller Party under this Purchase Agreement. The release contained in this Section 7 is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, or implied or express contract. Except as specifically provided herein, it is expressly understood and agreed that this release shall operate as a clear and unequivocal waiver by Seller, on behalf of itself and the Seller Parties, of any such claim whatsoever"). (b) The SellerDPS agrees that neither DPS nor anyone claiming by, through, for or under it or on its behalf will bring, file, institute, prosecute, maintain, participate in, or recover upon, either directly or indirectly, or encourage or benefit from the institution of, any suit, charge, administrative proceeding, investigation or action at law or in equity against any Purchaser Party in or before any federal, state, local, foreign or other government or quasi-governmental authority or any department, agency, subdivision, court or other tribunal of itself and any of the Seller Partiesforegoing, for or relating to any of the DPS Released Claims. DPS agrees never that this Section 1(b) may be pleaded by any Purchaser Party as a counterclaim or cross-claim to bring (or cause as a defense in bar or permit abatement of any DPS Released Claim. DPS represents that it has not filed or caused to be brought) any action or proceeding against the Purchaser or any other Purchaser Party regarding the Seller’s status as stockholder, investor, lender or debtor of the Purchaser on or prior to the date hereof, agreements with the Purchaser or any Affiliate of the Purchaser that are released pursuant to Section 7(a) above. The Seller agrees that in the event that filed any claim, suit complaint, charge or action released pursuant to paragraph 7(a) shall be commenced by it or of any of the Seller Parties kind against the Purchaser or any other Purchaser Party, the release contained in Section 7(a) shall constitute a complete defense to which is now pending with any such claimcourt, suit administrative agency or action so instituted. (c) Seller hereby covenants and agrees, on behalf of itself and the Seller Parties, that neither Seller nor any of the Seller Parties will encourage any Person to file a lawsuit, claim or complaint against the Purchaser or any other Purchaser Party relating to the claims released pursuant to Section 7(a). Seller hereby covenants and agrees, on behalf of Seller and the Seller Parties, that neither Seller nor any of the Seller Parties will assist any Person who files or has filed a lawsuit, claimarbitral tribunal, or complaint against the Purchaser or assigned any other Purchaser Party relating to the claims released pursuant to paragraph 7(a) unless Seller or any of the Seller Parties is required to render such assistance pursuant to a lawful subpoena or other legal obligation. If Seller or any of the Seller Parties is served with any such legal subpoena or becomes subject to any such legal obligation, Seller shall provide prompt written notice to the Purchaser thereof and enclose a copy of the subpoena and any other documents describing the legal obligation with such written notice. (d) The parties to this Agreement agree and acknowledge that the release of any asserted or unasserted claims against the Purchaser and the other Purchaser Parties pursuant to Section 7(a) are not and shall not be construed to be an admission of any violation of any Federal, state or local statute or regulation, or of any duty owed by the Purchaser or any of the other Purchaser Parties to the Seller. (e) Seller acknowledges that there is a risk that after signing this Agreement it may discover losses or claims that are released under this Agreement, but that are presently unknown to it. Seller assumes this risk and understands that this release shall apply to any such losses and claims. Seller understands that this Agreement includes a full and final release covering all known and unknown, suspected or unsuspected injuries, debts, claims or damages which have arisen or may have arisen from any matters, acts, omissions or dealings released in Section 7(a) above. Seller acknowledges that by accepting the Purchase Price and other benefits set forth in this Agreement, it assumes and waives the risk that the facts and the law may be other than as Seller understands them to be. (f) Seller certifies and acknowledges that it: (i) has read the terms of this Agreement and the release provided hereunder, and that Seller understands its terms and effects, including the fact that Seller has agreed to RELEASE AND FOREVER DISCHARGE the Purchaser and all other Purchaser Parties from any legal action or other liability of any type related in any way to the matters released pursuant to Section 7(a); (ii) has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which Seller acknowledges is adequate and satisfactory to Seller; and (iii) has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement. (g) As used in this Agreement, “Affiliate” shall mean, rights with respect to any Person, any Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person and shall include (a) any Person who is a director or beneficial holder of at least 10% of the then outstanding capital stock (or partnership interests or other shares of beneficial interest) of such Person and Family Members of any such Person, (b) any Person of which such Person or an Affiliate (as defined in clause (a) above) of such Person directly or indirectly, either beneficially owns at least 10% of the then outstanding capital stock (or partnership interests or other shares of beneficial interest) or constitutes at least a 10% equity participant, (c) any Person of which an Affiliate (as defined in clause (a) above) of such Person is a partner, director, officer or executive employee, and (d) in the case of a specified Person who is an individual, Family Members of such Person. “Family Members” shall mean, with respect to any individual, any Related Person or Family Trust of such individual. “Family Trust” shall mean, with respect to any individual, any trust created for the benefit of one or more of such individual’s Related Persons and controlled by such individual. “Related Persons” shall mean, with respect to any individual, such individual’s parents, spouse, children and grandchildren. ”Person” shall mean an individual, partnership, corporation, association, limited liability company, trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision thereofDPS Released Claim.