Common use of Company Release Clause in Contracts

Company Release. Each of the Company, PubCo, Acquiror and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror and its Subsidiaries (if any)) and their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (a) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition Effective Time to such Company Releasor, (b) all claims, demands, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition Effective Time (except in the event of fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement or the Transaction Documents, or (ii) for any claim for fraud.

Company Release. Each of the Company, PubCo, Acquiror SPAC and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition First Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror each Founder Shareholder and its Subsidiaries (if any)) and their respective successors, assigns, heirs, executors, officers, directors, partners, members, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (ax) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition First Effective Time to such Company Releasor, Releasor or (by) all claims, demands, liabilitiesLiabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition First Effective Time (except in the event of fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 5.1(b) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Merger Agreement or the other Transaction Documents, Documents or (ii) for any claim for fraud.

Company Release. Each of the Company, PubCo, Acquiror SPAC and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition First Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror each Founder Shareholder and its Subsidiaries (if any)) and their respective successors, assigns, heirs, executors, officers, directors, partners, members, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (ax) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition First Effective Time to such Company Releasor, Releasor or (by) all claims, demands, liabilitiesLiabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition First Effective Time (except in the event of fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 6.1(b) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Merger Agreement or the other Transaction Documents, Documents or (ii) for any claim for fraud.

Company Release. Each of the CompanySPAC, PubCo, Acquiror PubCo and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates the Sponsor (other than Acquiror the SPAC or any of the SPAC’s Subsidiaries) and its Subsidiaries (if any)) and their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (a) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition Merger Effective Time to such Company Releasor, (b) all claims, demands, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition Merger Effective Time (except in the event of fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 5.3 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement or the Transaction Documents, or (ii) for any claim for fraudfraud or intentional and willful breach.

Company Release. Each of PubCo, the Company, PubCo, Acquiror SPAC and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition Initial Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror Sponsor and its Subsidiaries (if any)) and their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (ai) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition Initial Merger Effective Time to such Company Releasor, (bii) all claims, demands, liabilitiesLiabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition Initial Merger Effective Time (except in the event of fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 3.1(b) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement Deed or the any other Transaction Documents, or (ii) for any claim for fraud.

Company Release. Each of PubCo, the Company, PubCo, Acquiror SPAC and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition Second Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror and its Subsidiaries (if any)) the Company Shareholders and their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (ai) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition Second Merger Effective Time to such Company Releasor, (bii) all claims, demands, liabilitiesLiabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition Second Merger Effective Time (except in the event of fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 3.1(b) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement Deed or the any other Transaction Documents, or (ii) for any claim for fraud.

Company Release. Each of the Company, PubCo, Acquiror Purchaser and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition Merger Effective TimeDate, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror each Founder Holder and its Subsidiaries (if any)) and their respective successors, assigns, heirs, executors, officers, directors, partners, members, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (ai) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition Merger Effective Time Date to such Company Releasor, (bii) all claims, demands, liabilitiesLiabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition Merger Effective Time Date (except in the event of fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 5.2(b) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Business Combination Agreement or the Transaction Ancillary Documents, or (ii) for any claim for fraud.

Company Release. Each of the CompanyCompany and its Subsidiaries, PubCoon its own behalf, Acquiror and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror each Company Stockholder and its Subsidiaries (if any)) and each of their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Company Stockholder Releasee”), from (ai) any and all obligations or duties such the Company Releasee Stockholder has prior to or as of the Acquisition Effective Time to such Company Releasor, Releasor or (bii) all claims, demands, liabilitiesLiabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have has prior to or might have or may assert now or in as of the futureEffective Time, against any Company Releasee Stockholder Releasee, in the case of clause (i) and (ii), arising out of, based upon or resulting from such Company Stockholder’s direct or indirect ownership or purported ownership interest in the Company prior to the Effective Time or the consideration paid to such Company Stockholder in connection with the Merger (“Company Claims”), and any Contract, transaction, event, circumstance, action, failure and all Company Claims that the Company Releasor may have against the Stockholder Releasee with respect thereto whether pursuant to act any Contract or occurrence of any sort or typeotherwise, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition Effective Time (except in the event of fraud Fraud on the part of a Company Stockholder Releasee); provided, however, that nothing contained in this Section 8.4 4.1(b) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement Agreement, the Merger Agreement, the Company Ancillary Documents (including under any other agreement entered into pursuant to or in connection with the Transaction DocumentsMerger Agreement), or (ii) for any claim for fraudFraud.

Company Release. Each of the Company, PubCo, Acquiror SPAC and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror each Founder Holder and its Subsidiaries (if any)) and their respective successors, assigns, heirs, executors, officers, directors, partners, members, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (ai) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition Merger Effective Time to such Company Releasor, (bii) all claims, demands, liabilitiesLiabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition Merger Effective Time (except in the event of fraud Fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 5.1(b) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (iI) arising under this Agreement, the Merger Agreement or the Transaction DocumentsAdditional Agreements, (II) resulting from or arising out of any deficiencies or misstatements of any SPAC’s public filings with the SEC in all material respects prior to the Merger Effective Time, or (iiIII) for any claim for fraudFraud.

Company Release. Each of the Company, PubCo, Acquiror SPAC and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition First Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror each SPAC Insider and its Subsidiaries (if any)) and their respective successors, assigns, heirs, executors, officers, directors, partners, members, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (ax) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition First Merger Effective Time to such Company Releasor, Releasor or (by) all claims, demands, liabilitiesLiabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition First Merger Effective Time (except in the event of fraud on the part of a Company Releasee)Time; provided, however, that nothing contained in this Section 8.4 6.11(b) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Business Combination Agreement or the other Transaction Documents, Documents or (ii) for any claim for fraud.

Company Release. Each of In exchange for the consideration, undertakings, and covenants undertaken by the Investor in this Agreement, the Company, PubCo, Acquiror and their respective Subsidiaries (if any) and each of its parents, subsidiaries, affiliates, directors, officers, partners, successors and their successors, assigns and executors (each, a “Company ReleasorReleasing Party”), effective as at the Acquisition Effective Timehereby releases, shall be deemed to havedischarges, and hereby doescovenants not to xxx the Investor, irrevocablyeach of its subsidiaries, unconditionallyaffiliates, knowingly and voluntarily releaserelated companies, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror and its Subsidiaries (if any)) and each of their respective successorspast and present employees, assigns, heirs, executorsdirectors, officers, directorsattorneys, partnersrepresentatives, managers insurers, agents, successors, and employees assigns (in each case in their capacity as such) (eachcollectively, a the “Company ReleaseeInvestor Releasees”), from (a) and with respect to any and all obligations or duties such Company Releasee has prior to or as actions, causes of the Acquisition Effective Time to such Company Releasoraction, (b) all claims, demandssuits, liabilities, defensesclaims, affirmative defensesand demands whatsoever, setoffs, counterclaims, actions and causes each of action of whatever kind or naturethem, whether known or unknown, which any the Company Releasor Releasing Party has, had, or hereafter may have or might have or may assert now claim to have, against the Investor Releasees, which are based upon, or in any way related to, the future, against any Company Releasee arising out of, Warrants or the Investor Exchange Warrants except as may be based upon or resulting from related to any Contractbreaches of this Agreement and, transactionfor the avoidance of doubt, eventspecifically excluding any and all actions, circumstance, causes of action, failure to act or occurrence suits, liabilities, claims, and demands whatsoever, and each of any sort or typethem, whether known or unknown, which the Company Releasing Party has, had, or hereafter may claim to have, against the Investor Releasees, which are based upon any securities of the Company held by the Investor Releasing Party other than the Warrants or the Investor Exchange Warrants (each released claim, a “Company Claim,” and, together with the Investor Claims, collectively, the “Claims”). The Investor and which occurred, existed, was taken, permitted or begun prior the Company intend such Company Releasing Party’s release of Company Claims to be general and comprehensive in nature to the Acquisition Effective Time (except in the event of fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement or the Transaction Documents, or (ii) for any claim for fraudmaximum extent permitted at law.

Company Release. Each of PubCo, the Company, PubCo, Acquiror SPAC and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror Sponsor and its Subsidiaries (if any)) and their respective successors, assigns, heirs, executors, officers, directors, partners, members, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (ax) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition Effective Time to such Company Releasor, (by) all claims, demands, liabilitiesLiabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition Effective Time (except in the event of fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 7.2(b) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Business Combination Agreement or the other Transaction Documents, Documents or (ii) for any claim for fraud.

Company Release. Each of the Company, PubCo, Acquiror Purchaser and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition Merger Effective TimeDate, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror each Founder Holder and its Subsidiaries (if any)) and their respective successors, assigns, heirs, executors, officers, directors, partners, members, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (ai) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition Merger Effective Time Date to such Company Releasor, (bii) all claims, demands, liabilitiesLiabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition Merger Effective Time Date (except in the event of fraud Fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 5.2(b) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement, the Business Combination Agreement or the Transaction Ancillary Documents, (ii) resulting from or arising out of any deficiencies or misstatements of any Purchaser’s public filings with the SEC in all material respects prior to the Merger Effective Date, or (iiiii) for any claim for fraudFraud.

Company Release. Each of the Company, PubCo, Acquiror SPAC and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror each Founder Holder and its Subsidiaries (if any)) and their respective successors, assigns, heirs, executors, officers, directors, partners, members, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (ai) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition Merger Effective Time to such Company Releasor, (bii) all claims, demands, liabilitiesLiabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition Merger Effective Time (except in the event of fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 5.1(b) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (iI) arising under this Agreement, the Merger Agreement or the Transaction DocumentsAdditional Agreements, (II) resulting from or arising out of any deficiencies or misstatements of any SPAC’s public filings with the SEC in all material respects prior to the Merger Effective Time, or (iiIII) for any claim for fraud.

Company Release. Each of the Company, PubCo, Acquiror SPAC and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition Merger Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror each Shareholder and its Subsidiaries (if any)) and their respective successors, assigns, heirs, executors, officers, directors, partners, members, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (ai) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition Merger Effective Time to such Company Releasor, (bii) all claims, demands, liabilitiesLiabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition Merger Effective Time (except in the event of fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 5.1(b) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (iI) arising under this Agreement, the Merger Agreement or the Transaction DocumentsAdditional Agreements, or (iiII) for any claim for fraud.

Company Release. Each of the Company, PubCo, Acquiror and their respective Subsidiaries (if any) and each of its and their successors, assigns and executors (each, a “Company Releasor”), effective as at the Acquisition Amalgamation Effective Time, shall be deemed to have, and hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge Sponsor, its Affiliates (other than Acquiror and its Subsidiaries (if any)) and their respective successors, assigns, heirs, executors, officers, directors, partners, managers and employees (in each case in their capacity as such) (each, a “Company Releasee”), from (a) any and all obligations or duties such Company Releasee has prior to or as of the Acquisition Amalgamation Effective Time to such Company Releasor, (b) all claims, demands, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Company Releasor has, may have or might have or may assert now or in the future, against any Company Releasee arising out of, based upon or resulting from any Contract, transaction, event, circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, and which occurred, existed, was taken, permitted or begun prior to the Acquisition Amalgamation Effective Time (except in the event of fraud on the part of a Company Releasee); provided, however, that nothing contained in this Section 8.4 6.3 shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party (i) arising under this Agreement or the Transaction Documents, or (ii) for any claim for fraud.