Common use of Company Release Clause in Contracts

Company Release. Effective upon the receipt by the Company of the full amount of the Settlement Payment, the Company, for itself and, to the maximum extent permitted by law, on behalf of its former, current or future officers, directors, employees, agents, representatives, parents, Subsidiaries, Affiliates, shareholders, managers, vendors and any predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said person or entities (“Company Releasing Parties” and together with the Purchaser Releasing Parties, the “Releasing Parties”), hereby unequivocally, fully and irrevocably releases and discharges each of Parent, Purchaser, Merger Sub, the Parent Related Parties and their respective former, current or future directors, officers, employees, members, managers, partners, shareholders, agents or Representatives, advisors, attorneys, accountants, insurers, predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity (collectively, “Purchaser Released Persons” and together with the Company Released Persons, the “Released Persons”), from any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of action, counts, obligations, sums of money due, attorneys’ fees, suits, debts, covenants, agreements, promises, demands, damages and charges of whatever kind or nature, known or unknown, in law or in equity, asserted or that could have been asserted, under federal or state statute, or common law or the laws of any other relevant jurisdiction, arising from or out of, based upon, in connection with or otherwise relating in any way to the Merger Agreement (including, for the avoidance of doubt, the Transaction Matters), the Equity Commitment Letter, the Limited Guarantee, the Debt Commitment Letter, the Voting Agreements or the transactions or payments contemplated by any of the foregoing, including any claim relating to the termination of the Merger Agreement (the “Company Released Claims,” and, together with the Purchaser Released Claims, the “Released Claims”); provided, that, for the avoidance of doubt, nothing contained in this Agreement shall be deemed to release any party hereto from its obligations under (x) this Agreement, the Investment Agreement, the Promissory Note or the transactions contemplated hereby or thereby or (y) the Confidentiality Agreements.

Company Release. Effective upon the receipt (i) execution of this Agreement by all Parties, and (ii) payment of the Payment by the Company of the full amount of the Settlement Paymentas provided by Section 2.2 above, the Company, for itself and, to the maximum extent permitted by law, on behalf and for each of its former, current or future officers, directors, employees, agents, representatives, parents, Subsidiaries, Affiliates, shareholders, managers, vendors and any predecessor entities, heirssubsidiaries, executorsdivisions, administratorsattorneys, insurers, agents, successors and assigns of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said person or entities Affiliates (“Company Releasing Parties” and together with the Purchaser Releasing Parties, the “Releasing Parties”), hereby unequivocallyfully, fully completely, finally, and irrevocably forever releases and discharges each of Parent, Purchaser, Parent and Merger Sub, the Parent Related Parties Sub and their respective formerpast and present officers, current or future directors, officers, and employees, membersas well as the heirs, managersexecutors, partnersAffiliates, shareholders, agents or Representatives, advisorsadministrators, attorneys, accountants, investment bankers, financial or investment advisors, commercial bankers, insurers and co-insurers, predecessor entitiespredecessors, heirssuccessors, executorsagents, administrators, successors and assigns of any said person or entity of them (collectively, “Purchaser Released Persons” and together with the Company Released Persons, the “Parent Released Persons”), ) from any and all pastclaims, present, direct, indirect and/or derivative liabilities, claimsdebts, rights, actions, causes of action, countsliabilities, obligations, sums of money due, attorneys’ fees, suits, debts, covenants, agreements, promises, demands, damages demands and charges of whatever kind or nature, known or unknown, in without regard to the subsequent discovery or existence of different or additional facts, whether based on federal, state, local, statutory or common law or any other law, rule or regulation, at law or in equity, asserted or that could have been asserted, under federal or state statute, or common law or the laws of any other relevant jurisdiction, arising from or out of, based upon, in connection with or otherwise relating in any way to the Merger Agreement (including, for the avoidance of doubt, the Transaction Matters), the Equity Commitment Letter, the Limited Guarantee, the Debt Commitment Letter, the Voting Agreements or the transactions or payments contemplated by any of the foregoingthereby, including any claim relating to the termination of the Merger Agreement, the Payment, and any acts, omissions, disclosures or communications related to the Merger Agreement or the transactions contemplated thereby (the “Company Released Claims,” and, together with the Purchaser Released Claims, the “Released Claims”); provided, provided that, for the avoidance of doubt, nothing contained in this Agreement herein shall be deemed to release any party hereto either Parent or Merger Sub from its respective obligations under (x) this Agreement, the Investment Agreement, the Promissory Note Agreement or the transactions contemplated hereby or thereby or (y) the Confidentiality AgreementsAgreement.

Company Release. Effective upon the receipt by the Company as of the full amount execution of the Settlement Paymentthis Agreement, the Company, for itself and, to the maximum extent permitted by law, on behalf of its former, current or future officers, directors, employees, agents, representatives, managing directors, partners, managers, principals, members, parents, Subsidiaries, Affiliates, shareholdersemployees, managers, vendors and any predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said person or entities (“Company Releasing Parties” and together with the Purchaser Releasing Parties, the “Releasing Parties”), hereby unequivocally, fully and irrevocably releases and discharges each of Parent, Purchaser, Parent and Merger Sub, the Parent Related Parties their parents, Subsidiaries and Affiliates and their respective former, current or future officers, directors, officersmanaging directors, employeespartners, managers, principals, members, managersparents, partnersSubsidiaries, shareholdersAffiliates, employees and attorneys and other advisors and agents or Representatives(including, without limitation, financial and legal advisors, attorneys, accountants, insurers), predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity (collectively, “Purchaser Released Persons” and together with the Company Released Persons, the “Parent Released Persons”), from any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of action, counts, obligations, sums of money due, attorneys’ fees, suits, debts, covenants, agreements, promises, demands, damages and charges of whatever kind or nature, known or unknown, in law or in equity, asserted or that could have been asserted, under federal or state statute, or common law or the laws of any other relevant jurisdiction, arising from or out of, based upon, in connection with or otherwise relating in any way to any of the Merger Agreement (Transaction Agreements, and including, for the avoidance without limitation, any acts, omissions, disclosure or communications related to any of doubt, the Transaction Matters), the Equity Commitment Letter, the Limited Guarantee, the Debt Commitment Letter, the Voting Agreements or the transactions or payments contemplated by any of the foregoing, including any claim relating to the termination of the Merger Agreement thereby (the “Company Released Claims,” and, together with the Purchaser Released Claims, the “Released Claims”); provided, provided that, for the avoidance of doubt, nothing contained in this Agreement shall be deemed to release any party hereto from its obligations under (x) this Agreement, the Investment Confidentiality Agreement or any agreement among any of the Parties hereto entered into subsequent to the execution this Agreement, the Promissory Note or the transactions contemplated hereby or thereby thereby. For purposes of this Agreement, “Affiliate” shall mean, with respect to any person, any other person directly or (y) the Confidentiality Agreementsindirectly controlling, controlled by or under direct or indirect common control with such person.

Company Release. Effective upon the receipt by the Company as of the full amount of the Settlement PaymentClosing, Parent, Merger Sub and the Company, for itself and, to the maximum extent permitted by law, each on behalf of itself and its former, current or future officers, directors, employees, agents, representatives, parents, Subsidiaries, Affiliates, shareholders, managers, vendors subsidiaries (including the other Company Entities) and any predecessor entities, heirs, executors, administrators, their respective successors and assigns of any said person or entity(each, and any other person claiming (now or in the future) through or on behalf of any of said person or entities (a “Company Releasing Parties” and together with the Purchaser Releasing Parties, the “Releasing PartiesParty”), hereby unequivocally, fully unconditionally and irrevocably and forever releases and discharges each Seller, its successors and assigns, any of Parentits Affiliates, Purchaserand any past, Merger Sub, the Parent Related Parties and their respective former, current present or future directors, managers, officers, employees, representatives, agents, lenders, investors, partners, principals, members, managers, partners, shareholders, agents direct or Representatives, advisors, attorneys, accountants, insurers, predecessor entities, heirs, executors, administrators, successors and assigns indirect shareholders or equityholders of any said person or entity of the foregoing Persons (collectivelyeach, a “Purchaser Seller Released Persons” and together with the Company Released Persons, the “Released PersonsParty”), from of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all pastproceedings, present, direct, indirect and/or derivative liabilitiescovenants, claims, rights, actions, causes of action, counts, obligations, sums of money due, attorneys’ feesliabilities, suits, debtsjudgments, covenantsaccounts, agreements, promises, demands, damages actions and charges causes of whatever action of any kind or naturecharacter whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at law or in equityequity (including arising under any Environmental Laws) that such Company Releasing Party ever had, asserted now has or that could ever may have been assertedor claim to have against any Seller Released Party, under federal for or state statuteby reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing in respect of the management or operation of, or common law any action taken or failed to be taken by the laws of Seller Released Parties in any other relevant jurisdictioncapacity related to, arising from or out ofthe Company Entities, based upon, in connection with or otherwise relating in any way related to the Merger Agreement (including, for the avoidance of doubt, the Transaction Matters), the Equity Commitment Letter, the Limited Guarantee, the Debt Commitment Letter, the Voting Agreements or the transactions or payments contemplated by any of the foregoing, including any claim relating to the termination of the Merger Agreement (the “Company Released Claims,” and, together with the Purchaser Released Claims, the “Released Claims”)pre-Closing period; provided, that, for the avoidance of doubt, that nothing contained in this Agreement Section 6.5(c) shall be deemed to release construed as a waiver of any party hereto from its obligations rights under (xi) this Agreement, the Investment Agreement, the Promissory Note or the transactions contemplated hereby or thereby Agreement or (yii) any Ancillary Agreement or (iii) with respect to any Seller Released Party who is a natural person, any indemnification, employment or other similar arrangements. Parent, on behalf of itself and the Confidentiality Agreementsother Company Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Parent, on behalf of itself and the other Company Releasing Parties, understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Company Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Parent, on behalf of itself and the other Company Releasing Parties, acknowledges that each Seller will be relying on the waiver and release provided in this Section 6.5(c) in connection with entering into this Agreement and that this Section 6.5(c) is intended for the benefit of, and to grant third party beneficiary rights to each Seller Released Party to enforce this Section 6.5(c).

Company Release. Effective upon the receipt by the Company Upon satisfaction of the full amount of the Settlement Paymentconditions precedent contained in Section 2 hereof, the Company, for itself and, to the maximum extent permitted by law, on behalf of itself and its formerdirect or indirect predecessors, current successors, parent companies, divisions, subsidiaries, agents, affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees, assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, investment vehicle, fund or future other entity managed or controlled by the Company or in which the Company has or had a controlling interest and the respective consultants, employees, legal counsel, officers, directors, employeesmanagers, shareholders, stockholders, owners of any of the foregoing (collectively, the “Company Releasors”), in consideration of the Executive’s execution of this Agreement, hereby remise, release, acquit and forever discharge the Executive and any and all of its respective direct or indirect affiliates, parent companies, divisions, subsidiaries, agents, representativestransferees, parentsconsultants, Subsidiariesemployees, Affiliateslegal counsel, officers, directors, managers, members, shareholders, managersstockholders, vendors and any predecessor entitiesstakeholders, heirsowners, executorspredecessors, successors, assigns, successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, successors fiduciaries and assigns of any said person or entityrepresentatives, legal representatives, personal representatives and any firm, trust, corporation or partnership investment vehicle, fund or other person claiming (now entity managed or controlled by the Executive, the Executive’s members or in which the future) through Executive has or on behalf of had a controlling interest, if any of said person or entities (“Company Releasing Parties” and together with the Purchaser Releasing Partiescollectively, the “Releasing PartiesExecutive Releasees”), hereby unequivocally, fully of and irrevocably releases and discharges each of Parent, Purchaser, Merger Sub, the Parent Related Parties and their respective former, current or future directors, officers, employees, members, managers, partners, shareholders, agents or Representatives, advisors, attorneys, accountants, insurers, predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity (collectively, “Purchaser Released Persons” and together with the Company Released Persons, the “Released Persons”), from any and all pastfederal, presentstate, directlocal, indirect and/or derivative liabilities, claims, rights, actionsforeign and any other jurisdiction’s statutory or common law claims (including claims for contribution and indemnification), causes of action, countscomplaints, obligationsactions, suits, defenses, debts, sums of money duemoney, attorneys’ fees, suits, debtsaccounts, covenants, controversies, agreements, promises, demandslosses, damages damages, orders, judgments and charges demands of whatever kind any nature whatsoever, in law or natureequity, known or unknown, in law of any kind, including, but not limited to, claims or in equityother legal forms of action or from any other conduct, asserted act, omission or failure to act, whether negligent, intentional, with or without malice, that could have been assertedthe Company Releasors ever had, under federal or state statutenow have, may have, may claim to have, or common law may hereafter have or claim to have, against the laws Executive Releasees, from the beginning of any other relevant jurisdiction, arising from or out of, based upon, in connection with or otherwise relating in any way time up to and including the Merger Agreement (including, for the avoidance of doubt, the Transaction Matters), the Equity Commitment Letter, the Limited Guarantee, the Debt Commitment Letter, the Voting Agreements or the transactions or payments contemplated by any of the foregoing, including any claim relating to the termination of the Merger Agreement date hereof (the “Released Company Released Claims,” and, together with ”). Nothing in the Purchaser Released Claimsforegoing release shall release any claim to enforce this Agreement. Notwithstanding anything contained herein to the contrary, the “Released Company Claims” shall not include any claims which Pxxx Xxx (“Kxx”) may have against the Executive relating to the Executive’s present debt owing to Kxx in the amount of $58,000, plus any interest or fees. Upon the payment of said obligation to Kxx, the Released Company Claims relating to the Executive Releases shall equally apply to Kxx with respect to said obligation. It is understood by both parties that the other half of the Executive’s backpay that he has waived for himself is to be paid to Pxxx Xxx directly by the Company for a total of $58,000 to Pxxx Xxx. Notwithstanding anything contained herein to the contrary, the “Released Company Claims” shall not include any claims which the Company may have against the Executive as the result of claims or actions brought by shareholders of the Company wherein the cause of said claim or action occurred during a period when the Executive was engaged by the Company (“Shareholder Claims”); provided, that, for the avoidance of doubt, nothing contained in this Agreement shall be deemed to release any party hereto from its obligations under (x) this Agreement, the Investment Agreement, the Promissory Note or the transactions contemplated hereby or thereby or (y) the Confidentiality Agreements.

Company Release. Effective upon To the receipt by the Company of the full amount of the Settlement Payment, the Company, for itself and, to the maximum extent permitted by applicable law, Employee, on behalf of Employee, Employee’s spouse, successors, heirs, and assigns, hereby forever relieves, releases, and discharges the Company as well as its formerpast, current or present and future officers, directors, administrators, shareholders, employees, agents, representativessuccessors, subsidiaries, parents, Subsidiariesassigns, Affiliatesrepresentatives, shareholdersbrother/sister corporations, managersand all other affiliated or related corporations, vendors all benefit plans sponsored by the Company, and any predecessor entities, heirsand each of their respective present and former agents, executorsemployees, administratorsor representatives, successors insurers, partners, associates, successors, and assigns of any said person or entityassigns, and any other person claiming (now entity owned by or in the future) through or on behalf of affiliated with any of said person or entities (“Company Releasing Parties” and together with the Purchaser Releasing Parties, the “Releasing Parties”), hereby unequivocally, fully and irrevocably releases and discharges each of Parent, Purchaser, Merger Sub, the Parent Related Parties and their respective former, current or future directors, officers, employees, members, managers, partners, shareholders, agents or Representatives, advisors, attorneys, accountants, insurers, predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity above (collectively, “Purchaser Released Persons” and together with the Company Released Persons, the “Released PersonsParties”), from any and all pastclaims, presentdebts, direct, indirect and/or derivative liabilities, claimsdemands, rightsobligations, liens, promises, acts, agreements, costs and expenses (including but not limited to attorneys’ fees), damages, actions, and causes of action, counts, obligations, sums of money due, attorneys’ fees, suits, debts, covenants, agreements, promises, demands, damages and charges of whatever kind or nature, including but not limited to any statutory, civil, administrative, or common law claims, whether known or unknown, in law suspected or in equityunsuspected, asserted fixed or that could have been assertedcontingent, apparent or concealed, arising out of any act or omission occurring before Employee’s execution of this Agreement, relating to Employee’s employment with, or the separation of Employee’s employment or other service with the Company (the “Employee Claims”), including, but not limited to, any Claims arising from: (i) rights under federal, state, and local laws relating to the regulation of federal or state statutetax payments or accounting; (ii) federal, state or local laws that prohibit harassment or discrimination on the basis of race, national origin, religion, sex, gender, age, marital status, bankruptcy status, disability, perceived disability, ancestry, sexual orientation, family and medical leave, or common law or the laws of any other relevant jurisdiction, arising from form of harassment or out of, based upon, in connection with discrimination or otherwise relating in any way related cause of action (including but not limited to the Merger Agreement (including, for the avoidance of doubt, the Transaction Matters), the Equity Commitment Letter, the Limited Guarantee, the Debt Commitment Letter, the Voting Agreements or the transactions or payments contemplated by any of the foregoing, including any claim relating failure to the termination of the Merger Agreement (the “Company Released Claims,” and, together with the Purchaser Released Claims, the “Released Claims”); provided, that, for the avoidance of doubt, nothing contained in this Agreement shall be deemed to release any party hereto from its obligations under (x) this Agreement, the Investment Agreement, the Promissory Note or the transactions contemplated hereby or thereby or (y) the Confidentiality Agreements.maintain

Company Release. (a) Effective upon the receipt by the Company as of the full amount of the Settlement PaymentClosing, the Company, for on behalf of itself andand its Affiliates, assigns and successors (collectively, the “Company Releasing Parties”), and any Person claiming by, through or under any of the foregoing, releases, remises, acquits, and forever discharges the Sellers and all of their respective past and present officers, directors, stockholders, employees, agents, predecessors, Subsidiaries, Affiliates, successors, assigns, partners, and attorneys, as well as any directors of the Company appointed by any of the Sellers (each, a “Seller Released Party” and together, the “Seller Released Parties”) to the maximum extent permitted by law, on behalf of its former, current or future officers, directors, employees, agents, representatives, parents, Subsidiaries, Affiliates, shareholders, managers, vendors and any predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said person or entities (“Company Releasing Parties” and together with the Purchaser Releasing Parties, the “Releasing Parties”), hereby unequivocally, fully and irrevocably releases and discharges each of Parent, Purchaser, Merger Sub, the Parent Related Parties and their respective former, current or future directors, officers, employees, members, managers, partners, shareholders, agents or Representatives, advisors, attorneys, accountants, insurers, predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity (collectively, “Purchaser Released Persons” and together with the Company Released Persons, the “Released Persons”)Legal Requirements, from any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actionsClaims, causes of actionactions, counts, obligations, sums of money due, attorneys’ fees, suits, debts, covenants, agreements, promises, demands, damages and charges of whatever kind or nature, known or unknown, in other Proceedings (whether at law or in equity), asserted or that could have been assertedobligations, under federal or state statuterights, liabilities, or common law or the laws commitments of any other relevant jurisdictionnature whatsoever (collectively, arising from or out of, based upon, in connection with or otherwise relating in any way to the Merger Agreement (including, for the avoidance of doubt, the Transaction Matters), the Equity Commitment Letter, the Limited Guarantee, the Debt Commitment Letter, the Voting Agreements or the transactions or payments contemplated by any of the foregoing, including any claim relating to the termination of the Merger Agreement (the “Company Released Claims,” and, together with the Purchaser Released Claims, the “Released Claims”); provided, thatwhether known or unknown, for suspected or unsuspected, that such Company Releasing Party, individually or as a member of any class, now has, owns, or holds, or has at any time heretofore ever had, owned, or held, or may in the avoidance future have, own, or hold, against the Seller Released Parties, arising at or prior to the Closing, or related to any act, omission, or event occurring, or condition existing, at or prior to the Closing, including, but not limited to, such Company Released Claims relating to or in connection with (i) the business or operations of doubtthe Company, nothing contained (ii) any Seller’s ownership of Equity Interests in the Company, or (iii) any Seller’s management of the Company. Notwithstanding the foregoing, this Agreement Section 9.7(a) shall be deemed not act in any manner to waive or release any party hereto from its obligations rights or claims against the Seller Released Parties arising under (x) this Agreement, the Investment any other Transaction Documents, or any other agreement contemplated by this Agreement, or otherwise limit, in any respect, the Promissory Note rights of the Purchaser Indemnified Parties under Article XII hereof. (b) In granting the release set forth in Section 9.7(a) (and subject to the limitations therein), each Company Releasing Party hereby acknowledges and agrees that such release includes a release of all Company Released Claims known or unknown. Such Company Releasing Party hereby waives and relinquishes on behalf each Company Releasing Party any rights and benefits that such Company Releasing Party may have under any Legal Requirement of any jurisdiction that provides, generally, that a general release does not extend to claims that a creditor does not know or suspect to exist in such creditor’s favor at the transactions contemplated hereby time of executing the release, which if known by such creditor must have materially affected such creditor’s settlement with the debtor. In furtherance of this intention, the release set forth in Section 9.7(a) shall be and remain in effect as full and complete general release of the Company Released Claims notwithstanding the discovery or thereby existence of any such additional or different facts, except as otherwise provided in the final sentence of Section 9.7(a). (yc) The Company agrees that it shall not (and shall cause its Affiliates, assigns, and Representatives not to) make any Claim for indemnification against the Confidentiality AgreementsSellers or any of their respective Affiliates with respect to any Company Released Claims.

Company Release. Effective upon as of the receipt by the Company of the full amount of both the Deposit and the Settlement Payment, the Company, for itself and, to the maximum extent extexx permitted by law, on behalf of its former, current or future officers, directors, employees, agents, representatives, managing directors, partners, managers, principals, members, parents, Subsidiariessubsidiaries, Affiliates, shareholdersemployees, managers, vendors and any predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said person or entities (“Company Releasing Parties” and together with the Purchaser Releasing Parties, the “Releasing Parties”), hereby unequivocally, fully and irrevocably releases and discharges each of Parent(x) the Sponsor Parties, Purchasertheir parents, Merger Sub, the Parent Related Parties subsidiaries and Affiliates and their respective former, current or future officers, directors, officersmanaging directors, employeespartners, managers, principals, members, managersparents, partnerssubsidiaries, shareholdersAffiliates, employees and attorneys and other advisors and agents or Representatives(including, advisorswithout limitation, attorneys, accountants, insurersdebt and equity financing sources), predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity (collectively, “Purchaser Sponsor Released Persons” ”) and together with (y) the Company Released PersonsLender Parties, the their parents, subsidiaries and Affiliates and their respective former, current or future officers, directors, managing directors, partners, managers, principals, members, parents, subsidiaries, Affiliates, employees and attorneys and other advisors and agents (including, without limitation, debt and equity financing sources), predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity (collectively, “Lender Released Persons”), from any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of action, counts, obligations, sums of money due, attorneys’ fees, suits, debts, covenants, agreements, promises, demands, damages and charges of whatever kind or nature, known or unknown, in law or in equity, asserted or that could have been asserted, under federal or state statute, or common law or the laws of any other relevant jurisdiction, arising from or out of, based upon, in connection with or otherwise relating in any way to the Merger Agreement (including, for the avoidance of doubtAgreement, the Transaction Matters)Bridge Commitment Letters, the Equity Commitment Letter, the Limited GuaranteeLetters, the Debt Financing Commitment Letter, the Voting Agreements Engagement Letters, the Exclusivity Letter, the Fee Letter, and including, without limitation, any acts, omissions, disclosure or communications related to the Merger Agreement, the Bridge Commitment Letters or the Equity Commitment Letters, the Fee Letter, the Debt Financing Commitment Letter, the Exclusivity Letter, and the Engagement Letters or the transactions or payments contemplated by any of the foregoing, including any claim relating to the termination of the Merger Agreement thereby (the “Company Released Claims,” and, together with the Purchaser Released Claims, the “Released Claims”); provided, provided that, for the avoidance of doubt, nothing contained in this Agreement shall be deemed to release any party hereto from its obligations under (x) this Agreement, the Investment Confidentiality Agreements, the Purchase Agreement, the Promissory Note Investor Rights Agreement, dated as of the date hereof, executed pursuant to the Purchase Agreement (the “Investor Rights Agreement”) or any agreement among any of the parties hereto entered into subsequent to the execution this Agreement, or the transactions contemplated hereby or thereby thereby; and provided, further, that nothing contained herein shall be deemed to release any of the Sponsor Parties from its obligations under the Merger Agreement or (y) the Confidentiality AgreementsPurchase Agreement to pay any regulatory fees incurred by the parties thereto in connection with the Merger Agreement or the Purchase Agreement. For purposes of this Agreement, “Affiliate” shall mean, with respect to any person, any other person directly or indirectly controlling, controlled by or under direct or indirect common control with such person.