agreement in order for such indemnitee to be entitled to
indemnification hereunder.
11
Section 6.07
Treatment of Indemnity Payments. Following the Closing, any
payment made pursuant to this Article VI shall be treated by the Parties, to the
extent permitted by Law, for U.S. federal income Tax and other applicable Tax
purposes, as an adjustment to the Purchase Price, unless otherwise required by a
change in law occurring after the date hereof, a closing agreement with an
applicable Tax authority or a judgment of a court of competent jurisdiction
Section 6.08
Release. FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, EACH SELLER PARTY AND PARENT, FOR
ITSELF AND ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND
FOREVER DISCHARGES THE PURCHASER, THE NEW GENERAL PARTNER, JADE MOUNTAIN
PARTNERS, LLC AND EACH AFFILIATE THEREOF AND EACH OF THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, FINANCING SOURCES, REPRESENTATIVES,
TRUSTEES, ATTORNEYS, AGENTS, ADVISORS (INCLUDING ATTORNEYS, ACCOUNTANTS AND
EXPERTS) (COLLECTIVELY THE "PURCHASER RELEASED PARTIES" AND INDIVIDUALLY A
"PURCHASER RELEASED PARTY") FROM ANY AND ALL ACTIONS, CLAIMS, DEMANDS, CAUSES OF
ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, COSTS, DAMAGES,
EXPENSES OR OTHER OBLIGATIONS OF ANY KIND AND NATURE WHATSOEVER, KNOWN OR
UNKNOWN, DIRECT AND/OR INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR
HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS,
REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY
RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR
ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE PURCHASER
RELEASED PARTIES, IN EACH CASE, ON OR PRIOR TO THE CLOSING DATE AND ARE IN ANY
WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE CHAPTER
11 CASES, THE PLAN AND THE SETTLEMENT AGREEMENT, THE COMMITMENT LETTERS AND
LETTERS OF INTENT (COLLECTIVELY, THE "RELEASED MATTERS"). OTHER THAN THE
REPRESENTATIONS AND WARRANTIES OF PURCHASER SET FORTH HEREIN, EACH SELLER PARTY
AND PARENT BY EXECUTION HEREOF, HEREBY ACKNOWLEDGES AND AGREES THAT THE
AGREEMENTS IN THIS SECTION 6.08 ARE INTENDED TO COVER AND BE IN FULL
SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION
WITH THE RELEASED MATTERS. EACH SELLER PARTY AND PARENT FURTHER AGREE THAT THEY
WILL NOT SUE ANY PURCHASER RELEASED PARTY ON THE BASIS OF ANY RELEASED MATTER
RELEASED, REMISED AND DISCHARGED BY SUCH SELLER PARTY OR PARENT PURSUANT TO THIS
SECTION 6.08. IN AGREEING TO THIS SECTION 6.08, EACH SELLER PARTY AND PARENT
CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY
DISCLAIM ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE
PURCHASER RELEASED PARTIES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY
AND EFFECTIVENESS OF THE RELEASES SET FORTH HEREIN DO NOT DEPEND IN ANY WAY ON
ANY SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR
VALIDITY HEREOF. THE RELEASE CONTAINED IN THIS SECTION 6.08 IS INTENDED TO BE A
GENERAL RELEASE OF SUCH CLAIMS