Common use of FORM OF RELEASE OF CLAIMS Clause in Contracts

FORM OF RELEASE OF CLAIMS. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned, EMERITUS CORPORATION, a Delaware corporation (“Emeritus”) and [name of each Lessee] (collectively with Emeritus, the “Releasors”), and hereby release and forever discharge the “Releasees” hereunder, consisting of HCPI TRUST, a Maryland real estate investment trust (“HCP”) and [name of each Lessor], and each of their predecessors, successors, partners, members and assigns, and its and their past, present and future partners, members, officers, directors, trustees, employees, agents, lenders, representatives, attorneys, and all persons acting by, through, under or in concert with Releasees, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Releasors, or any of them, now has or may hereafter have against each or any of the Releasees by reason of any matter, cause or thing whatsoever from the beginning of time to the date hereof arising out of, based upon or relating to those certain “Properties” described in that certain Purchase and Sale Agreement Joint Escrow Agreement dated as of March ___, 2007, between Emeritus, as “Buyer,” and HCP, as “Seller” (the “Purchase Agreement”), including, without limitation, the condition of the Properties and/or the presence or existence of any Hazardous Substances (as defined in the Purchase Agreement) in, on, under or about the Properties. The execution and delivery of this Release of Claims by Releasors is a condition to the Closing of the transaction contemplated by the Purchase Agreement EACH RELEASOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” EACH RELEASOR, BEING AWARE OF THIS CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Each Releasor represents and warrants that it has not assigned or transferred any interest in any claim released by this Release of Claims which it may have against the Releasees, or any of them, and each Releasor agrees to indemnify, defend and hold Releasees, and each of them, harmless from and against any liabilities, claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as a result of any person asserting any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery thereunder by the Releasees.

FORM OF RELEASE OF CLAIMS. For The Borrower, on behalf of itself and on behalf of all those entities claiming by, through, or under it, together with their successors and assigns (collectively, the "Releasors"), for good and valuable consideration, the receipt and adequacy of which are hereby acknowledgedincluding, without limitation, the undersignedexecution of this letter agreement by the Administrative Agent and the Administrative Agent's release of its liens and security interests in the assets of the Borrower as set forth herein, EMERITUS CORPORATIONdo hereby unconditionally remise, a Delaware corporation (“Emeritus”) and [name of each Lessee] (collectively with Emeritusrelease, the “Releasors”), and hereby release acquit and forever discharge the “Releasees” hereunder, consisting of HCPI TRUST, a Maryland real estate investment trust (“HCP”) Administrative Agent and [name of each Lessor]the Lenders, and each of their predecessors, successors, partners, members the Administrative Agent's and assigns, the Lenders' past and its and their past, present and future partners, members, officers, directors, trusteesshareholders, employees, agents, lenders, representatives, attorneys, parent corporations, subsidiaries, affiliates, successors and all assigns, and the heirs, executors, trustees, administrators, successors, and assigns of any such persons acting by, through, under or in concert with and entities (collectively referred to as the "Releasees, or any of them"), of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Releasors, or any of them, now has or may hereafter have against each or any of the Releasees by reason of any matter, cause or thing whatsoever from the beginning of time to the date hereof arising out of, based upon or relating to those certain “Properties” described in that certain Purchase and Sale Agreement Joint Escrow Agreement dated as of March ___, 2007, between Emeritus, as “Buyer,” and HCP, as “Seller” (the “Purchase Agreement”), including, without limitation, the condition of the Properties and/or the presence or existence of any Hazardous Substances Claims (as defined in the Purchase Loan Agreement) in), onwhich any of the Releasors ever had, under now has, or about hereafter can, shall, or may claim to have against any of the Properties. The Releasees for or by reason of any cause, matter, or thing whatsoever, arising at any time prior to the execution and delivery of this Release of Claims letter agreement, that are related to (A) this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, (B) any actual or proposed use by Releasors is a condition to the Closing Borrower of the transaction contemplated by proceeds of the Purchase Agreement EACH RELEASOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542Loans or (C) the Administrative Agent's, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEany Lender's or Xxxxxxx Xxxxx'x entering into this Agreement, WHICH IF KNOWN BY HIMthe other Loan Documents or any other agreements and documents relating hereto, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” EACH RELEASOR, BEING AWARE OF THIS CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Each Releasor represents and warrants that it has not assigned or transferred any interest in any claim released by this Release of except solely for the following Claims which it may have against the Releaseesfollowing identified Releasee, that the Borrower asserts has directly results from such Releasee's gross negligence or any of them, and each Releasor agrees to indemnify, defend and hold Releasees, and each of them, harmless from and against any liabilities, claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as a result of any person asserting any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery thereunder by the Releasees.willful misconduct:

FORM OF RELEASE OF CLAIMS. For This Release of Claims is provided by me, __________________ (or by my designated beneficiary or estate, in the event of my death during my employment), pursuant to the Amended and Restated Employment Agreement between me, Party City Holdings Inc. (the “Company”) and Party City Holdco Inc. (“Holdco”) dated as of ____________________ (the “Employment Agreement”). This Release of Claims is given in consideration of the severance benefits to be provided to me (or, in the event of my death during my employment, to my designated beneficiary) in connection with the termination of my employment under Section 5 of the Employment Agreement (the “Separation Payments”), which are conditioned on my signing this Release of Claims and to which I am not otherwise entitled, and for other good and valuable consideration, the receipt and adequacy sufficiency of which are is hereby acknowledged. On my own behalf and that of my heirs, the undersignedexecutors, EMERITUS CORPORATIONadministrators, a Delaware corporation (“Emeritus”) beneficiaries, representatives and [name of each Lessee] (collectively with Emeritus, the “Releasors”)assigns, and all others connected with or claiming through me, I hereby release and forever discharge the Company from any and all causes of action, rights or claims of any type or description, known or unknown, which I have had in the past, now have or might have, through the date of my signing of this Release of Claims. This includes, without limitation, any and all causes of action, rights or claims in any way resulting from, arising out of or connected with my employment by the Company or the termination of that employment or pursuant to any federal, state or local law, regulation or other requirement, including without limitation Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the fair employment practices statutes of the state or states in which I have provided services to the Company or any other federal, state, local or foreign law, all as amended, any contracts of employment, any tort claims, or any agreements, plans or policies. For purposes of this Release of Claims, the word “ReleaseesCompany” hereunderalways includes the Company, consisting Holdco the subsidiaries and affiliates of HCPI TRUST, a Maryland real estate investment trust (“HCP”) the Company or Holdco and [name of each Lessor], and each all of their predecessors, successors, partners, members and assigns, and its and their respective past, present and future partners, members, officers, directors, trustees, shareholders, employees, employee benefit plans and any of the trustees or administrators thereof, agents, lendersgeneral and limited partners, members, managers, investors, joint venturers, representatives, attorneyspredecessors, successors and assigns, and all persons acting by, through, under or in concert others connected with Releasees, or any of them, both individually and in their official capacities. Nothing in this Release of and Claims shall be construed to prohibit me from filing a charge with or participating in any and all manner investigation or proceeding conducted by the federal Equal Employment Opportunity Commission or a comparable state or local agency, except that I hereby agree to waive my right to recover monetary damages or other individual relief in any charge, complaint or lawsuit filed by me or by anyone else on my behalf. Nothing in this Release of action Claims is intended to or actions, cause does waive or causes of action, in law release any rights I may have with respect to (i) coverage under liability insurance or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costs indemnification rights provided or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Releasorsmaintained by the Company during, or applicable to, my employment with the Company, or under any other obligation or policy of them, now has insurance maintained by the Company in accordance with their respective terms; (ii) any other defense or may hereafter have against each or any indemnity right under applicable law; (iii) the enforcement of the Releasees right to any payment or benefits due upon the termination of my employment in accordance with the express terms of the Employment Agreement or (iv) any right or claim that cannot, by reason law, be waived or released through this Release of any matter, cause or thing whatsoever Claims. Also excluded from the beginning of time to the date hereof arising out of, based upon or relating to those certain “Properties” described in that certain Purchase and Sale Agreement Joint Escrow Agreement dated as of March ___, 2007, between Emeritus, as “Buyer,” and HCP, as “Seller” (the “Purchase Agreement”), including, without limitation, the condition of the Properties and/or the presence or existence of any Hazardous Substances (as defined in the Purchase Agreement) in, on, under or about the Properties. The execution and delivery scope of this Release of Claims by Releasors is a condition any right to benefits that were vested or eligible for continuation under the Company’s employee benefit plans on the date on which my employment with the Company terminated, in accordance with the terms of such plans. In signing this Release of Claims, I give the Company assurance that I have returned to the Closing Company any and all documents, materials and information related to the business, whether present or otherwise, of the transaction contemplated Company and all keys and other property of the Company that were in my possession or control, all as required by and consistent with Section 9(e) of the Employment Agreement. I agree that I will not, for any purpose, attempt to access or use any computer or computer network or system of the Company, including without limitation their electronic mail systems. I further acknowledge that I have disclosed to the Company all passwords necessary or desirable to enable the Company to access all information which I have password-protected on its computer network or system. In signing this Release of Claims, I agree that I have been paid in full all compensation due to me, whether for services rendered by me to the Company or otherwise, through the date on which my employment with the Company terminated and that, exclusive only of the Separation Payments and the Accrued Obligations, as defined in the Employment Agreement, no further compensation of any kind shall be due to me by the Purchase Company, whether arising under the Employment Agreement EACH RELEASOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542or otherwise, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEin connection with my employment or the termination thereof. I also agree that except for any right I and my eligible dependents may have to continue participation in the Company’s health and dental plans under the federal law commonly known as COBRA, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” EACH RELEASOR, BEING AWARE OF THIS CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Each Releasor represents and warrants that it has not assigned or transferred any interest my right to participate in any claim released by employee benefit plan of the Company will be determined in accordance with the terms of such plan. I acknowledge that my eligibility for the Separation Payments is not only contingent on my signing and returning this Release of Claims which to the Company in a timely manner and not revoking it thereafter, but also is subject to my compliance with the covenants contained in the Employment Agreement. In signing this Release of Claims, acknowledge that I have not relied on any promises or representations, express or implied, that are not set forth expressly in this Release of Claims. I further acknowledge that I am waiving and releasing any rights I may have against under the ReleaseesAge Discrimination in Employment Act of 1967, or any of themas amended (“ADEA”), and each Releasor agrees to indemnify, defend and hold Releasees, and each of them, harmless from and against any liabilities, claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as a result of any person asserting any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment waiver and release is knowing and voluntary and is being done with a full understanding of its terms. I agree that the consideration given for this wavier and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing as a condition precedent to recovery thereunder required by the Releasees.ADEA that:

FORM OF RELEASE OF CLAIMS. For valuable considerationThis Release of Claims (this “Release”), once executed, shall be incorporated into the receipt Employment Agreement (as defined below). In consideration of the “Severance Benefits” defined under Section 7(h) of the employment agreement dated July 1, 2024 by and adequacy of which are hereby acknowledged, the undersigned, EMERITUS CORPORATIONbetween Xxxxxx Consulting Group Ltd, a Delaware corporation (“Emeritus”) and [name of each Lessee] (collectively with Emeritus, the “ReleasorsCompany”), and hereby release and forever discharge (the “Releasees” hereunder, consisting of HCPI TRUST, a Maryland real estate investment trust (“HCPUndersigned”) (the “Employment Agreement”), with the promises and [name covenants that the Company and the Undersigned made thereunder, the Undersigned, on behalf of each Lessor]himself and his respective heirs, and each of their predecessorsrepresentatives, successorsexecutors, partnersfamily members, members and assigns, hereby fully and forever releases and discharges the Company, and its and their past, present and future partners, membersdirectors, officers, directors, trustees, employees, agents, lenders, representatives, attorneys, investors, administrators, affiliates, divisions, subsidiaries, predecessors, successors, and all persons acting byassigns (collectively, throughthe “Company Parties”) from and against, under and agrees not to sue or in concert with Releaseesotherwise institute or cause to be instituted any legal, alternative dispute resolution, or administrative proceeding concerning, any of themclaim, of and from any and all manner duty, obligation, or cause of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costs or expenses, relating to any matters of any nature whatsoeverkind, whether presently known or unknown, fixed suspected or contingentunsuspected, which Releasorsthat he may possess arising from any omissions, acts, or any facts that have occurred through the date his employment terminates, including without limitation (individually a “Claim” and collectively “Claims”): (i) Any and all claims relating to or arising from his employment by the Company and the termination of themsuch employment, now has or may hereafter have against each or including allegations that any of the Releasees by reason Company Parties has violated its personnel policies, handbooks, contracts of employment, or covenants of good faith and fair dealing; (ii) Except as otherwise provided in this Release, any matterand all claims under the Employment Agreement or any other agreement or understanding governing the service relationship between the Company and the undersigned; (iii) Any and all claims against any of the Company Parties for wrongful discharge, cause termination in violation of good policy, discrimination, breach of contract, both expressed or thing whatsoever from implied, covenants of good faith or fair dealing, both expressed or implied, promissory estoppel, negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practice, defamation, libel, slander, negligence, personal injury, assault, battery, invasion of privacy, false imprisonment, or conversion; (iv) Any and all claims against any of the beginning Company Parties alleging any of time the Company Parties has discriminated against the Undersigned on the basis of age, race, color, sex (including sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, source of income, entitlement to the date hereof arising out ofbenefits, based upon any union activities or relating to those certain “Properties” described in that certain Purchase and Sale Agreement Joint Escrow Agreement dated as of March ___other protected category or has otherwise violated any federal, 2007, between Emeritus, as “Buyer,” and HCP, as “Seller” (the “Purchase Agreement”)state or municipal statute, including, without limitation, the condition Title VII of the Properties and/or Civil Rights Act of 1964, the presence or existence Civil Rights Act of any Hazardous Substances (as defined 1991, the Age Discrimination in Employment Act of 1967, the Purchase Agreement) inAmericans with Disabilities Act of 1990, onthe Fair Labor Standards Act, under or about the Properties. The execution Employee Retirement Income Security Act of 1974, the Worker Adjustment and delivery of this Release of Claims by Releasors is a condition to Retraining Notification Act, the Closing Equal Pay Act, the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, the Virginia Human Rights Act, the Older Workers Benefit Protection Act, the anti-retaliation provisions of the transaction contemplated by the Purchase Agreement EACH RELEASOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” EACH RELEASOR, BEING AWARE OF THIS CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Each Releasor represents and warrants that it has not assigned or transferred any interest in any claim released by this Release of Claims which it may have against the ReleaseesXxxxxxxx-Xxxxx Act, or any of themother federal or state law regarding whistleblower retaliation, the Xxxxx Xxxxxxxxx Fair Pay Act, the Uniformed Services Employment and Reemployment Rights Act, the Fair Credit Reporting Act, the National Labor Relations Act; and all amendments to each Releasor agrees to indemnify, defend and hold Releasees, and each of them, harmless from and against any liabilities, claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, such Acts as a result of any person asserting any such assignment or transfer. It is well as the intention of the parties that this indemnity does not require payment as a condition precedent to recovery thereunder by the Releasees.regulations issued there under;

FORM OF RELEASE OF CLAIMS. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned, EMERITUS CORPORATION, a Delaware Washington corporation (“Emeritus”) and [name of each Lessee] [name of any Affiliate-assignee or nominee] (collectively with Emeritus, the “Releasors”), and hereby release and forever discharge the “Releasees” hereunder, consisting of HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCP”), HCPI TRUST, a Maryland real estate investment trust (“HCP Trust”), EMERITUS REALTY V, LLC, a Delaware limited liability company (“ER-V”), ESC-LA CASA GRANDE, LLC, a Delaware limited liability company (“La Casa Grande”) TEXAS HCP HOLDING, L.P., a Delaware limited partnership (“Texas HCP”) ), HCP AL OF FLORIDA, LLC, a Delaware limited liability company (“HCP AL”), and [name of each Lessor], and each of their predecessors, successors, partners, members and assigns, and its and their past, present and future partners, members, officers, directors, trustees, employees, agents, lenders, representatives, attorneys, and all persons acting by, through, under or in concert with Releasees, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Releasors, or any of them, now has or may hereafter have against each or any of the Releasees by reason of any matter, cause or thing whatsoever from the beginning of time to the date hereof arising out of, based upon or relating to those certain “Properties” described in that certain [Purchase and Sale Agreement Joint Escrow Agreement dated as of March ___June 14, 2007, between Emeritus, as “Buyer,” and HCP, HCP Trust, ER-V, La Casa Grande, Texas HCP and HCP AL, together as “Seller” ”] (the “Purchase Agreement”), including, without limitation, the condition of the Properties and/or the presence or existence of any Hazardous Substances (as defined in the Purchase Agreement) in, on, under or about the Properties. The execution and delivery of this Release of Claims by Releasors is a condition to the Closing of the transaction contemplated by the Purchase Agreement EACH RELEASOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” EACH RELEASOR, BEING AWARE OF THIS CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Each Releasor represents and warrants that it has not assigned or transferred any interest in any claim released by this Release of Claims which it may have against the Releasees, or any of them, and each Releasor agrees to indemnify, defend and hold Releasees, and each of them, harmless from and against any liabilities, claims, demands, damages, costs, expenses and attorneys’ and paralegals’ fees incurred by Releasees, or any of them, as a result of any person asserting any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery thereunder by the Releasees. Each Releasor agrees that if it hereafter commences any suit arising out of, based upon, or relating to, or in any manner asserts against Releasees, or any of them, any of the claims or obligations released in this Release of Claims, such Releasor shall pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ and paralegals’ fees incurred by Releasees in defending or otherwise responding to such suit or claim. Each Releasor further understands and agrees that the execution of this Release of Claims shall not constitute or be construed as an admission of any obligation of, or of the validity of any claim whatsoever by, the Releasees, or any of them, who have each consistently taken the position that they have no obligation whatsoever to such Releasor. Notwithstanding the date of execution of this Release of Claims, this Release of Claims shall be and become effective only at the time of Closing (as defined in the Purchase Agreement).