Common use of Member Release Clause in Contracts

Member Release. In consideration for the agreement and covenants of the Purchaser set forth in this Agreement, the Members on behalf of themselves and each of their respective Affiliates (and each of their respective officers, directors, managers, employees, agents, representatives, heirs, executors, successors and assigns) (collectively, the “Releasing Parties”) hereby knowingly, voluntarily and unconditionally releases and forever discharges from and for, and covenants not to sue the Purchaser or the Company (or either of them), or any of their respective predecessors, successors, parents, subsidiaries or other Affiliates, or any of their respective current and former officers, directors, employees, agents, or representatives (collectively, the “Released Parties”) for or with respect to, any and all claims, causes of action, demands, suits, proceedings, debts, obligations, liabilities, damages, losses, costs, and expenses (including attorneys’ fees and costs) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that the Releasing Party has or may have, now or in the future, arising out of, relating to, or resulting from any acts or omissions, errors, negligence, strict liability, breach of contract, tort, violations of Law, matter or cause whatsoever from the beginning of time to the Closing Date (collectively, but excluding the Non-Released Matters (as defined below), the “Released Claims”); provided, however, that such release shall not cover any of the following (collectively, the “Non-Released Matters”): (a) any claims against the Released Parties (other than the Company) unrelated in any way to the Company, or (b) any claims against the Purchaser arising under this Agreement, any Member Ancillary Document or any Purchaser Ancillary Document. As of the Closing Date, each Member expressly waives any and all rights and benefits conferred upon it under California law by Section 1542 of the California Civil Code (or similar laws of other jurisdictions) with respect to the Released Claims, which states as follows:

Member Release. In consideration for (a) Effective upon the agreement and covenants of the Purchaser set forth in this AgreementClosing, the Members each Member, on behalf of themselves itself and each of their respective its executors, heirs, administrators, predecessors, successors and assigns (collectively, the “Releasing Parties”): (i) agrees that Buyer and its Affiliates (which, for the avoidance of doubt, include the Company Entities) and each of their respective officers, directors, managers, employees, agentsmembers, representatives, heirs, executorsmanagers, successors and assigns) (collectively, the “Releasing Parties”) hereby knowingly, voluntarily and unconditionally releases and forever discharges from and for, and covenants not to sue the Purchaser or the Company (or either of them), or any of their respective predecessors, successors, parents, subsidiaries or other Affiliates, or any of their respective current and former officers, directors, employees, agents, or representatives assigns (collectively, the “Released Parties”) for shall not have any Liability, obligation or with respect toresponsibility to any of the Releasing Parties of any kind or nature whatsoever based upon any facts, circumstances, or matters occurring at or prior to the Closing Date, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown; and (ii) hereby irrevocably and unconditionally releases, waives and discharges each of the Released Parties from any and all claimsresponsibilities, causes Liabilities and debts to any of action, demands, suits, proceedings, debts, obligations, liabilities, damages, losses, costs, and expenses (including attorneys’ fees and costs) the Releasing Parties of every any kind or nature whatsoeverwhatsoever based upon any facts, circumstances or matters occurring at or prior to the Closing Date, in each case whether absolute or contingent, liquidated or unliquidated, known or unknown, actual with the exception of, in each case, with respect to the applicable Released Party any obligations, Liabilities or potential, suspected or unsuspected, fixed or contingent, that the Releasing Party has or may have, now or in the future, any other matter arising out of, of or relating to, to this Agreement or resulting from any acts or omissions, errors, negligence, strict liability, breach of contract, tort, violations of Law, matter or cause whatsoever from the beginning of time to the Closing Date other Ancillary Agreements (collectively, but excluding the Non-Released Matters (as defined below), the “Released Claims”); provided, however, that such release shall not cover any of the following (collectively, the “Non-Released Matters”): (a) any claims against the Released Parties (other than the Company) unrelated in any way to the Company, or . (b) any claims against the Purchaser arising under this Agreement, any Member Ancillary Document or any Purchaser Ancillary Document. As Effective as of the Closing Date, each Member, jointly and severally, for itself and each of its Releasing Parties, irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, distributing or causing to be commenced, any Action of any kind against any Released Party, based on any Released Claim. This Agreement is intended to be effective as a general release of and bar to all claims as stated herein. Accordingly, the Releasing Parties specifically waive all rights under California Civil Code Section 1542, which states, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Each Member, on behalf of each Releasing Party, acknowledges that such Member expressly may later discover claims or facts in addition to or different from those which he or she now knows or believes to exist with regards to the subject matter of this Agreement, and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms. Nevertheless, each Member, on behalf of each Releasing Party, waives any and all rights and benefits conferred upon it under California law by Section 1542 Actions that might arise as a result of the California Civil Code (such different or similar laws of other jurisdictions) with respect to the Released Claims, which states as follows:additional claims or facts.

Member Release. In consideration for the agreement and covenants of the Purchaser set forth in this Agreement, the Members on behalf of themselves Member and each of their respective his Affiliates (and each of their respective officers, directors, managers, employees, agents, representatives, heirs, executors, successors and assigns) (collectively, the “Releasing Parties”) hereby knowingly, voluntarily and unconditionally releases and forever discharges from and for, and covenants not to sue the Purchaser or the Company (or either of them), or any of their respective predecessors, successors, parents, subsidiaries or other Affiliates, or any of their respective current and former officers, directors, employees, agents, or representatives (collectively, the “Released Parties”) for or with respect to, any and all claims, causes of action, demands, suits, proceedings, debts, obligations, liabilities, damages, losses, costs, and expenses (including attorneys’ fees and costs) of every kind or nature whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent, that the Releasing Party Member has or may have, now or in the future, arising out of, relating to, or resulting from any acts or omissions, errors, negligence, strict liability, breach of contract, tort, violations of Law, matter or cause whatsoever from the beginning of time to the Closing Date (collectively, but excluding the Non-Released Matters (as defined below), the “Released Claims”); provided, however, that such release shall not cover any of the following (collectively, the “Non-Released Matters”): (a) any claims against the Released Parties Purchaser or any of its Affiliates (other than the Company) unrelated in any way to the Company, or (b) any claims against the Purchaser arising under this Agreement, any Member Ancillary Document or any Purchaser Ancillary Document. As of the Closing Date, each Member the Members expressly waives any and all rights and benefits conferred upon it under California law by Section 1542 of the California Civil Code (or similar laws of other jurisdictions) with respect to the Released Claims, which states as follows:: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Member Release. In consideration for Each Member on its own behalf, and each of its and their successors, assigns and executors (each, a “Member Releasor”), effective as at the agreement Effective Date, shall be deemed to have, and covenants of hereby does, irrevocably, unconditionally, knowingly and voluntarily release, waive, relinquish and forever discharge the Purchaser set forth in this AgreementCompany, the Members on behalf of themselves SPAC, their respective Subsidiaries and each of their respective Affiliates (and each of their respective officerssuccessors, directors, managers, employees, agents, representativesassigns, heirs, executors, successors officers, directors, partners, manager, employees and assignsother representatives (in each case in their capacity as such) (collectivelyeach, the a “Releasing PartiesCompany Releasee”) hereby knowingly, voluntarily and unconditionally releases and forever discharges from and for, and covenants not to sue the Purchaser or the Company (or either of them), from (i) any and all obligations or duties the Company, SPAC or any of their respective predecessors, successors, parents, subsidiaries Subsidiaries has prior to or other Affiliates, as of the Effective Date to such Member Releasor or any of their respective current and former officers, directors, employees, agents, or representatives (collectively, the “Released Parties”ii) for or with respect to, any and all claims, causes of action, demands, suits, proceedings, debts, obligations, liabilities, damagesdefenses, lossesaffirmative defenses, costssetoffs, counterclaims, actions and expenses (including attorneys’ fees and costs) causes of every action of whatever kind or nature whatsoevernature, whether known or unknown, actual which any Member Releasor has prior to or potentialas of the Effective Date, suspected or unsuspected, fixed or contingent, that the Releasing Party has or may have, now or in the future, against any Company Releasee arising out of, relating to, based upon or resulting from any acts Contract, transaction, event, circumstance, action, failure to act or omissionsoccurrence of any sort or type, errorswhether known or unknown, negligenceand which occurred, strict liabilityexisted, breach of contractwas taken, tort, violations of Law, matter permitted or cause whatsoever from the beginning of time begun prior to the Closing Effective Date (collectively, but excluding except in the Non-Released Matters (as defined below), event of fraud on the “Released Claims”part of a Company Releasee); provided, however, that such release nothing contained in this Section 5.1 shall not cover release, waive, relinquish, discharge or otherwise affect the rights or obligations of any of the following party (collectively, the “Non-Released Matters”): (ai) any claims against the Released Parties (other than the Company) unrelated in any way to the Company, or (b) any claims against the Purchaser arising under this Agreement, the Merger Agreement, the Ancillary Agreements, or the Company’s organizational documents, (ii) for indemnification or contribution, in any Member Ancillary Document Releasor’s capacity as a Manager or officer of the Company or any Purchaser Ancillary Document. As of its Subsidiaries, (iii) arising under any then-existing insurance policy of the Closing Company or any of its Subsidiaries, (iv) pursuant to a contract and/or Company or any of its Subsidiaries policy, to reimbursements for reasonable and necessary business expenses incurred and documented prior to the Effective Date, each Member expressly waives or (v) for any and all rights and benefits conferred upon it under California law by Section 1542 of the California Civil Code (or similar laws of other jurisdictions) with respect to the Released Claims, which states as follows:claim for fraud.