Common use of General Release and Covenant Not to Xxx Clause in Contracts

General Release and Covenant Not to Xxx. (a) In consideration of the agreements of Lender contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Lender, its predecessors, successors and assigns (Lender and all such other parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at any time on or prior to the date of this Amendment. (b) Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final and unconditional nature of the release set forth above, (d) Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee that Borrower will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to this Section. If Borrower violates the foregoing covenant, Borrower agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation. (e) This Article 12 shall survive payment in full of the Obligations.

General Release and Covenant Not to Xxx. [ ] (a) In consideration of the agreements of Lender contained herein“Executive”), on Executive’s own behalf and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower on behalf of itself Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present (“Executive Related Parties”), in consideration for the amounts payable and benefits to be provided to Executive under that Amended and Restated Employment Agreement dated as of [ ], 2017, between ILG, Inc., a Delaware corporation (the “Company”), and Executive (the “Employment Agreement”), hereby covenants not to xxx or pursue any litigation against, and waives, releases and discharges the Company, its Affiliates (as defined in the Employment Agreement), their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, managers, agents, assigns, and other legal representatives, hereby absolutelytrustees (in their official and individual capacities) or employee benefit plans and their administrators and fiduciaries (in their official and individual capacities) of any of the foregoing, unconditionally and irrevocably releaseseach of their affiliates, remises and forever discharges Lender, its predecessors, successors and assigns (Lender and all such other parties being hereinafter referred to collectively as collectively, the “Releasees” and individually as a “Releasee”), of from any and from all claims, demands, rights, judgments, defenses, actions, complaints, charges or causes of actionaction whatsoever, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claimsevery kind and description, counterclaimswhether under common law, defensesstatute or otherwise, rights of set-offin law or in equity, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, whether known or unknown, suspected accrued or unsuspectednot accrued, both at law and in equitythat Executive ever had, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim shall or may have or assert as of the date of this General Release and Covenant Not to have Xxx against the Releasees or any of them for, upon, or by reason of any nature, cause facts or thing whatsoever omissions which arises at any time have occurred on or prior to the date of this Amendment. (b) Borrower understandsGeneral Release and Covenant Not to Xxx, acknowledges and agrees that including, without limitation, any complaint, charge or cause of action relating to Executive’s employment with the release set forth above may be pleaded Company or the termination thereof or Executive’s service as a full and complete defense and may be used as a basis for an injunction against officer or director of any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach member of the provisions Company or its Affiliates or the termination of such release. (c) Borrower agrees service, and including, without limitation, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that no fact, event, circumstance, evidence arise out of or transaction which could now be asserted or which may hereafter be discovered shall affect relate in any manner way to the final and unconditional nature Age Discrimination in Employment Act of the release set forth above1967 (“ADEA, (d) Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee ” a law that Borrower will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee prohibits discrimination on the basis of any Claim releasedage), remised the Older Workers Benefit Protection Act, the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and discharged by Borrower pursuant to this Section. If Borrower violates Medical Leave Act, the foregoing covenant, Borrower agrees to pay, in addition to such other damages as any Releasee may sustain as a result Xxxxxxxx-Xxxxx Act of such violation2002, all as amended, and other Federal, state and local laws relating to employment or discrimination on the basis of age, sex or other protected class, all claims under Federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs incurred (collectively, “Claims”) (the “Release”); provided, however, that nothing herein shall release the Company from (i) any of its obligations to Executive under the Employment Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits upon which this General Release and Covenant Not to Xxx is conditioned); (ii) any rights Executive may have in respect of accrued vested benefits under the employee benefit plans of the Company and its subsidiaries (other than severance or termination benefits); (iii) any rights Executive may have to indemnification under the Employment Agreement, the Company’s by-laws, other applicable law, or any insurance coverage or other benefits under any directors and officers insurance or similar policies; or (iv) any rights Executive and the Executive Related Parties may have to obtain contribution as permitted by any Releasee applicable law in the event of an entry of judgment against Executive and the Company as a result of such violationany act or failure to act for which Executive and the Company are held jointly liable (collectively, the “Unreleased Claims”). (e) This Article 12 shall survive payment in full of the Obligations.

General Release and Covenant Not to Xxx. (a) In consideration of the agreements of Lender contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Lender, its predecessors, successors and assigns (Lender and all such other parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at any time on or prior to the date of this Amendment. (b) Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final and unconditional nature of the release set forth above,. (d) Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee that Borrower will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to this Section. If Borrower violates the foregoing covenant, Borrower agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation. (e) This Article 12 7 shall survive the termination of the Notes and payment in full of the Obligations.

General Release and Covenant Not to Xxx. (a) In The Employee, for and in consideration of the agreements promises set forth in this Agreement, does hereby agree and covenant to release and discharge any suit or action, at law or in equity, against FNFG, any and all of Lender contained hereinits subsidiaries, related and affiliated entities, and for other good and valuable considerationeach of their predecessors, the receipt and sufficiency of which is hereby acknowledged, Borrower on behalf of itself and its successors, heirs or assigns, and other legal representativesany past, hereby absolutelypresent or future officers, unconditionally Board of Directors members, agents, attorneys and irrevocably releasesemployees (the “Company Released Parties”) for or on account of any claim or cause of action based upon and/or arising out of any or all facts, remises circumstances and/or events relating to the Employee's employment or separation from employment with FNFG. The Employee further releases and forever discharges Lenderdischarges, its predecessorsand by this Agreement does release and forever discharge, successors and assigns (Lender and all such other parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), Company Released Parties of and from all demandsall, and any manner of action or actions, cause or causes of action, claims for wages and benefits, suits, debts, sums of money, accounts, reckoning, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, sums of moneyvariances, accountstrespasses, billsdamages, reckoningsjudgments, damages extents, executions, claims and any and all other claimsdemands whatsoever, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, whether known or unknown, suspected in law or unsuspected, both at law and in equity, which Borroweragainst them, the Employee ever had, now has or any of its successorswhich the Employee's heirs, assignsexecutors or administrators, hereafter can, shall or other legal representatives may now or hereafter ownhave, hold, have or claim to have against the Releasees or any of them for, upon, upon or by reason of any naturematter, cause or thing whatsoever which arises at arising out of the Employee's employment and separation from employment with FNFG, and specifically, but not limited to, any time on and all claims under the New York Human Rights Law, the Age Discrimination in Employment Act, as amended, the Older Worker Benefit Protection Act, the Americans with Disabilities Act of 1990, as amended, the Family and Medical Leave Act, the Xxxxxxxx-Xxxxx Act of 2002, New York State Worker Adjustment and Retraining Notification Act (which, notwithstanding anything to the contrary, includes any claims that may arise when the Employee's employment loss is aggregated with ensuing employment losses under WARN), the Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, as amended in 1972 and 1991, and any other federal, state or prior local law, rule, regulation, executive order or guideline relating to employment, retaliation or discrimination from the beginning of the world through the date of this AmendmentAgreement. Notwithstanding the foregoing provisions of this Paragraph 3(a), the parties hereto acknowledge that the foregoing release does not apply to (i) any obligations of FNFG arising under the terms of this Agreement or the Executive Severance Plan; (ii) any claims or causes of action that cannot be waived or released as a matter of law; or (iii) any rights for indemnification or contribution under FNFG's certificate of incorporation or by-laws or equivalent governing documents of FNFG and its affiliates, the laws of the State of Delaware, any indemnification agreement between the Employee and FNFG or any rights to insurance coverage under any directors' and officers' liability insurance or fiduciary insurance policy. (b) Borrower understands, acknowledges The Employee waives the rights and agrees that claims to the release extent set forth above may be pleaded as a full above, and complete defense and may be used as a basis for an injunction against any actionthe Employee also agrees not to institute, suit or other proceeding which may be have instituted, prosecuted a lawsuit or attempted claim of any type against the Company Released Parties based on any such waived claims or rights. This Agreement does not prohibit the Employee from filing a charge with or participating in breach an investigation conducted by the Equal Employment Opportunity Commission or any other governmental body; however, in view of the provisions of consideration provided under this Agreement, the Employee hereby waives any and all rights to recover damages under, or by virtue of, any such releaseinvestigation or proceeding. (c) Borrower agrees FNFG, together with its subsidiaries and affiliates (the “Group”) does hereby agree and covenant to release and discharge any claim or cause of action, or suit or action, at law or in equity, against the Employee and his heirs, executors, administrators, successors and assigns (the “Employee Released Parties”) for or on account of any claim or cause of action that no factthe Group (and each of their respective predecessors, eventsuccessors or assigns, circumstancepresent and former directors and officers in their capacities as such) has or may have, evidence whether known or transaction unknown, by reason of any matter, cause or thing occurring at any time before and including the date hereof, including, without limitation, any action for costs, interest or attorney's fees, which could now arise in whole or in part from the Employee's employment with the Group, from the ending of that relationship, and from any other conduct by or dealings of any kind between the Employee and the Group; provided, however, that the Group does not release any claims or causes of action (i) for breach of this Agreement or the Executive Severance Plan; (ii) arising out of an act of fraud, theft, embezzlement or criminal misconduct by the Employee prior to the date hereof that becomes known to the Group after the date hereof; or (iii) that cannot be asserted waived or which may hereafter be discovered shall affect in any manner the final and unconditional nature released as a matter of the release set forth above,law. (d) Borrower, on behalf of itself The Group waives the rights and its successors, assignsclaims to the extent set forth above, and other legal representativesthe Group also agrees not to institute, hereby absolutelyor have instituted, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee that Borrower will not xxx (at law, in equity, in any regulatory proceeding a lawsuit or otherwise) any Releasee on the basis claim of any Claim released, remised and discharged by Borrower pursuant to this Section. If Borrower violates type against the foregoing covenant, Borrower agrees to pay, in addition to Employee Released Parties based on any such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationwaived claims or rights. (e) This Article 12 shall survive payment in full of the Obligations.

General Release and Covenant Not to Xxx. (a) In consideration of the agreements of Lender contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Lender, its predecessors, successors and assigns (Lender and all such other parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at any time on or prior to the date of this Amendment. (b) Borrower understands, acknowledges and agrees that the release set forth above may be maybe pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final and unconditional nature of the release set forth above,. (d) Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee that Borrower will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to this Section. If Borrower violates the foregoing covenant, Borrower agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation. (e) This Article 12 10 shall survive payment in full of the Obligations.

General Release and Covenant Not to Xxx. (a) In consideration of the agreements of Lender contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Lender, its predecessors, successors and assigns (Lender and all such other parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at any time on or prior to the date of this Amendment. (b) Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final and unconditional nature of the release set forth above,. (d) Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee that Borrower will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to this Section. If Borrower violates the foregoing covenant, Borrower agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation. (e) This Article 12 17 shall survive the termination of the Notes and payment in full of the Obligations.

General Release and Covenant Not to Xxx. (a) In The Employee, for and in consideration of the agreements promises set forth in this Agreement, does hereby agree and covenant to release and discharge any suit or action, at law or in equity, against FNFG, any and all of Lender contained hereinits subsidiaries, related and affiliated entities, and for other good and valuable considerationeach of their predecessors, the receipt and sufficiency of which is hereby acknowledged, Borrower on behalf of itself and its successors, heirs or assigns, and other legal representativesany past, hereby absolutelypresent or future officers, unconditionally Board of Directors members, agents, attorneys and irrevocably releasesemployees (the “Company Released Parties”) for or on account of any claim or cause of action based upon and/or arising out of any or all facts, remises circumstances and/or events relating to the Employee’s employment or separation from employment with FNFG. The Employee further releases and forever discharges Lenderdischarges, its predecessorsand by this Agreement does release and forever discharge, successors and assigns (Lender and all such other parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), Company Released Parties of and from all demandsall, and any manner of action or actions, cause or causes of action, claims for wages and benefits, suits, debts, sums of money, accounts, reckoning, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, sums of moneyvariances, accountstrespasses, billsdamages, reckoningsjudgments, damages extents, executions, claims and any and all other claimsdemands whatsoever, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, whether known or unknown, suspected in law or unsuspected, both at law and in equity, which Borroweragainst them, the Employee ever had, now has or any of its successorswhich the Employee’s heirs, assignsexecutors or administrators, hereafter can, shall or other legal representatives may now or hereafter ownhave, hold, have or claim to have against the Releasees or any of them for, upon, upon or by reason of any naturematter, cause or thing whatsoever which arises at arising out of the Employee’s employment and separation from employment, and specifically, but not limited to, any time on and all claims under the New York Human Rights Law, the Age Discrimination in Employment Act, as amended, the Older Worker Benefit Protection Act, the Americans with Disabilities Act of 1990, as amended, the Family and Medical Leave Act, as amended, the Xxxxxxxx-Xxxxx Act of 2002, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Worker Adjustment Retraining and Notification Act, New York State Worker Adjustment and Retraining Notification Act (which, not withstanding anything to the contrary, includes any claims that may arise when the Employee’s employment loss is aggregated with ensuing employment losses under WARN), the Employee Retirement Income Security Act of 1974, Title VII of the Civil Rights Act of 1964, as amended in 1972 and 1991, and any other federal, state or prior local law, rule, regulation, executive order or guideline relating to employment, retaliation or discrimination from the beginning of the world through the date of this Amendment.Agreement. Notwithstanding the foregoing provisions of this Section 3(a), the parties hereto acknowledge that the foregoing release does not apply to (collectively, the “Reserved Rights”): (i) any obligations of FNFG arising under the terms of this Agreement or the Executive Severance Plan; (ii) any obligation of FNFG or any affiliated entity to indemnify, defend or advance expenses to the Employee in respect of any action, suit, proceeding or investigation asserted or threatened against the Employee with respect to his service as an officer or employee of FNFG or any of its affiliated entities; (iii) any rights of the Employee to coverage under any director and officer liability insurance policy or fiduciary policy maintained by or for the benefit of FNFG or any affiliate; (iv) any right of the Employee which, as a matter of law, may not be waived or released; (v) the shares of Performance Based Restricted Stock awarded to the Employee on January 24, 2011 and vested on January 24, 2014; (vi) the Employee’s right or claims to under COBRA for health care continuation coverage; and (vii) the Employee’s rights or claims under any health, medical or retirement benefit policies or plans; (b) Borrower understands, acknowledges The Employee waives the rights and agrees that claims to the release extent set forth above may be pleaded as a full above, and complete defense and may be used as a basis for an injunction against any actionthe Employee also agrees not to institute, suit or other proceeding which may be have instituted, prosecuted a lawsuit or attempted claim of any type against the Company Released Parties based on any such waived claims or rights. This Agreement does not prohibit the Employee from filing a charge with or participating in breach an investigation conducted by the Equal Employment Opportunity Commission or any other governmental body; however, in view of the provisions of consideration provided under this Agreement, the Employee hereby waives any and all rights to recover damages under, or by virtue of, any such releaseinvestigation or proceeding. (c) Borrower agrees that no factFNFG, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect for and in any manner the final and unconditional nature consideration of the release promises set forth above, (d) Borrowerin this Agreement, on behalf of itself does hereby agree and its successorscovenant to release and discharge any suit or action, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee that Borrower will not xxx (at law, law or in equity, in against the Employee and the Employee’s heirs and executors, for or on account of any regulatory proceeding claim or otherwisecause of action based upon and/or arising out of any or all facts, circumstances and/or events relating to the Employee’s employment or separation from employment with FNFG and/or its affiliates. Notwithstanding the foregoing, FNFG does not release (i) any Releasee on claims for theft of funds, embezzlement, or other fraudulent or criminal conduct by the basis of Employee, (ii) any Claim released, remised claim by FNFG that the Employee has breached this Agreement; and discharged by Borrower pursuant to this Section. If Borrower violates the foregoing covenant, Borrower agrees to pay, in addition to such other damages as (iii) any Releasee may sustain claims that cannot be waived or released as a result matter of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationlaw. (e) This Article 12 shall survive payment in full of the Obligations.

General Release and Covenant Not to Xxx. Xxxxxx Xxxxxxxx (a“Xx. Xxxxxxxx”) In consideration of the agreements of Lender contained hereinand Xxxxxxx Xxxxxxxx (“Xxx. Xxxxxxxx”, and for other good and valuable considerationtogether with Xx. Xxxxxxxx, the receipt “Releasors” and sufficiency of which is hereby acknowledgedeach, Borrower a “Releasor”), on behalf of itself himself or herself and its each of his or her heirs, administrators, executors, personal representatives, successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Lender, its predecessors, successors and assigns (Lender and all such other parties being hereinafter referred to collectively as the “Releasees” and individually as a “ReleaseeAffiliates”), hereby remises, releases, acquits, satisfies and forever discharges, Wholesale Holdings, Inc., a Tennessee corporation and Wholesale, LLC, a Tennessee limited liability company (including, for the avoidance of doubt, its predecessor Wholesale, Inc., a Tennessee corporation) (collectively, “Releasees”), from any and from all demands, manner of action and actions, claims, causes and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, sums of moneyvariances, accountstrespasses, billsdamages, reckoningsjudgments, damages executions, claims and any and all other claimsdemands whatsoever, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever in law or in equity (individually, a “Claim” and collectively, “Claims”) ), which any Releasor or his or her Affiliates ever had, now has, or which any successor, or assign of every name and naturesuch party or his or her Affiliates hereafter can, shall or may have, against the Releasees, for, upon or by reason of any matter, cause or thing whatsoever, known or unknown, suspected directly or unsuspectedindirectly, both at law and in equity, which Borrower, or any from the beginning of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at any time on or prior world to the date of this Amendment. (b) Borrower understandsinstrument. It is the specific intent of each Releasor to specifically forever settle all Claims that such Releasor or its Affiliates may have against any Releasee, acknowledges whether they be known or unknown, matured or unmatured or otherwise, including all further costs and attorneys’ fees derived therefrom. Each Releasor also represents, warrants and agrees that it has not transferred or assigned any of the release set forth above released Claims and is the sole owner of such rights being released hereby, and that by signing this General Release and Covenant Not to Xxx (this “Release”), such Releasor additionally covenants not to, and to cause its Affiliates not to, xxx or to file any complaint of any kind whatsoever arising out of or in any way relating to any Claim released hereby. Each Releasor hereby agrees that this Release extends to all Claims which such Releasor or its Affiliates know or suspect to exist in its favor as of the date of this Release or believes may come into existence in the future. Each Releasor intends this Release to be pleaded as a full and complete defense release in satisfaction of all Claims, whether or not known or suspected by such Releasor or its Affiliates to exist in its favor at the time of execution of this Release. For the avoidance of all doubt, this Release does not extend to (i) any right to indemnification that any of the Releasors may have under the Releasee’s articles of organization, articles of incorporation, bylaws, operating agreement, or under Tennessee law or (ii) any claims arising under the Merger Agreement by and among Releasors, Releasees, RumbleON, Inc., a Nevada corporation, RMBL Tennessee, LLC, a Delaware limited liability company, Xx. Xxxxxxxx, a Tennessee resident, as the representative of each Shareholder (as defined therein), and certain other parties named therein, dated October 26, 2018, and Releasors will expressly preserve such rights following the execution of this Release. This Release shall be governed by the laws of the State of Delaware without regard to any conflict of laws provisions. Any suit, action or proceeding seeking to enforce any provision of or based on any matter arising out of or in connection with this Release shall be brought in, and be subject to the exclusive jurisdiction of, the Chancery courts within Davidson County in the State of Tennessee or the United States District Courts for the Middle District of Tennessee located in Davidson County, Tennessee, should the federal courts have jurisdiction over such suit, action or proceeding. THE PARTIES HEREBY WAIVE AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS RELEASE, WHETHER NOW EXISTING OR HEREAFTERARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY ACTION WHATSOEVER BETWEEN OR AMONG THEM RELATING TO THIS RELEASE, WHICH ACTION WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. If any provision of this Release is held to be illegal, invalid or unenforceable under present or future laws, that provision shall be severable and this Release shall be construed and enforced as if that illegal, invalid or unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision, and there shall be added automatically as part of this Release a provision as similar in terms to such illegal, invalid or unenforceable provision as may be used as a basis for an injunction against any actionpossible and be legal, suit or other proceeding which valid and enforceable. This Release may be institutedexecuted in two or more counterparts, prosecuted each of which shall be deemed an original, but when taken together shall be but one instrument. Executed counterparts delivered by facsimile or attempted in breach portable document format (.pdf) shall be deemed delivery of the provisions of such release. (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect an originally executed counterpart in any manner the final and unconditional nature of the release set forth above, (d) Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee that Borrower will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to this Sectionall cases. If Borrower violates the foregoing covenant, Borrower agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation. (e) This Article 12 shall survive payment in full of the Obligations.[Signature page follows]

General Release and Covenant Not to Xxx. (a) In consideration Company and the Shareholders hereby acknowledge and agree that the transactions contemplated by this Agreement are in the best interest of Company and each of the Shareholders. If the Closing occurs, as part of the agreements set forth herein and in consideration of Lender contained hereinParent's and Merger Sub's agreements hereunder, to the fullest extent permitted by Law, each Shareholder hereby fully and for other good forever releases, remises, acquits and valuable considerationdischarges Merger Sub, the receipt Surviving Corporation, Parent and sufficiency of which is hereby acknowledgedtheir past, Borrower on behalf of itself present and its future subsidiaries, officers, directors, employees, shareholders, attorneys, agents, successors, assigns, representatives and other legal representativesaffiliates (collectively, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Lender, its predecessors, successors and assigns (Lender and all such other parties being hereinafter referred to collectively as the “"Merger Sub Releasees” and individually as a “Releasee”), ") of and from all claims (as defined by Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, as amended), debts, demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrowerwhether known or unknown, or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against that the Releasees Shareholders or any of them fornow have, uponever had or may, at any time, claim to have had against any of the Merger Sub Releasees or their properties and assets (collectively, "Released Claims"); provided, however, that such release shall not apply to any breach by Parent or Merger Sub of its representations, warranties and agreements set forth in this Agreement or the Merger Agreements to which it is a party. To the fullest extent permitted under applicable Law, each Shareholder hereby waives, for the benefit of Parent, Merger Sub, Surviving Corporation and the other Merger Sub Releasees the benefits of any applicable Laws governing general releases or creditors rights. Furthermore, if Closing occurs, each Shareholder hereby covenants not to xxx, institute, cause to be instituted or in any way participate in, any legal or administrative proceeding against any Merger Sub Releasee with respect to any Released Claims; provided, however, that such covenant shall not apply to any breach by Parent or Merger Sub of its representations, warranties and agreements set forth in this Agreement or the Merger Agreements to which it is a party. Each Shareholder represents and warrants to the Merger Sub Releasees that they have not voluntarily or involuntarily assigned or suffered any transfer of any of the Released Claims to any other person or entity, and agree to indemnify and hold harmless the Merger Sub Releasees from and against any loss, damage, liability, cost and expense (including, but not limited to, attorneys' fees incurred in connection therewith or in connection with enforcing this indemnity) asserted against, imposed on or incurred by the Merger Sub Releasees by reason of any nature, cause or thing whatsoever which arises at any time on or prior to the date of this Amendment. (b) Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such releaseforegoing which were effectively or purportedly assigned or transferred by the Shareholders. (c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final and unconditional nature of the release set forth above, (d) Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee that Borrower will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to this Section. If Borrower violates the foregoing covenant, Borrower agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation. (e) This Article 12 shall survive payment in full of the Obligations.

General Release and Covenant Not to Xxx. (a) In I, Xxxxxxx X. Xxxxxxx, in consideration of and subject to the agreements performance by Horizon Lines, Inc. (the “Company”) of Lender contained hereinits obligations under the Separation Agreement dated as of February 23, 2011 (the “Separation Agreement”), and having acknowledged the consideration stated in the Separation Agreement as full compensation for other good and valuable considerationon account of any and all injuries and damages which I have sustained or claimed, or may be entitled to claim, I, for myself, and my heirs, executors, administrators, successors and assigns, do hereby release, forever discharge and promise not to xxx the receipt Company, its parents, subsidiaries, affiliates, successors and sufficiency of which is hereby acknowledged, Borrower on behalf of itself and its successors, assigns, and other legal representativestheir past and present officers, hereby absolutelydirectors, unconditionally and irrevocably releasespartners, remises and forever discharges Lenderemployees, its predecessorsmembers, successors and assigns managers, shareholders, agents, attorneys, accountants, insurers, heirs, administrators, executors (Lender collectively the “Released Parties”) from any and all such other parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”)claims, of and from all demandsliabilities, costs, expenses, judgments, attorney fees, actions, causes known and unknown, of actionevery kind and nature whatsoever in law or equity, suitswhich I had, covenantsnow have, contractsor may have against the Released Parties relating in any way to my employment or affiliation with the Company or the end thereof, controversiesincluding, agreementsbut not limited to, promisesall claims for contract damages, sums tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of moneyprofits, accounts, bills, reckonings, damages attorney fees and any and all other claimsdamages of any kind or nature; all contracts, counterclaimsoral or written, defensesbetween me and any of the Released Parties; any business enterprise or proposed enterprise currently contemplated by any of the Released Parties, rights as well as anything done or not done prior to and including the date of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) execution of every name and nature, known or unknown, suspected or unsuspected, both at law and this General Release. Nothing in equity, which Borrower, or this General Release shall be construed to release the Company from any of its successorsobligations set forth in the Separation Agreement, assignsprovided I do not revoke this General Release. I understand and agree that this General Release shall apply to any and all claims or liabilities arising out of or relating to my employment with the Company and the end of such employment, or other legal representatives may now or hereafter ownincluding, holdbut not limited to: claims of discrimination based on age, have or claim to have against the Releasees race, color, gender, religion, national origin, marital status, parental status, veteran status, disability or any other grounds under applicable federal, state or local law, including, but not limited to, claims arising under the Age Discrimination in Employment Act of them for1967, uponas amended; the Americans with Disabilities Act; the Fair Labor Standards Act; the Family and Medical Leave Act; and Title VII of the Civil Rights Act, or by reason as amended, the Civil Rights Act of 1991; 42 U.S.C. § 1981, the Employee Retirement Income Security Act, the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, the Rehabilitation Act of 1973, the Equal Pay Act of 1963 (EPA), as well as any nature, cause or thing whatsoever which arises at any time on or prior to the date of this Amendment. (b) Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in claims regarding wages; benefits; vacation; sick leave; business expense reimbursements; wrongful termination; breach of the provisions covenant of such release. (c) Borrower agrees that no factgood faith and fair dealing; intentional or negligent infliction of emotional distress; retaliation; whistleblower protections; outrage; defamation; invasion of privacy; breach of contract; fraud or negligent misrepresentation; harassment; breach of duty; negligence; discrimination; claims under any employment, eventcontract or tort laws; claims arising under any other federal law, circumstancestate law, evidence municipal law, local law, or transaction which could now common law; any claims arising out of any employment contract, policy or procedure; and any other claims related to or arising out of my employment or the separation of my employment with the Company. In addition, I agree not to cause or encourage any legal proceeding to be asserted maintained or which may hereafter be discovered shall affect in instituted against any manner the final and unconditional nature of the release set forth above, (d) Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, jointly and severally, covenants and agrees with each Releasee that Borrower will not xxx (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to this Section. If Borrower violates the foregoing covenant, Borrower agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violationReleased Parties. (e) This Article 12 shall survive payment in full of the Obligations.