Common use of Mutual General Release Clause in Contracts

Mutual General Release. In consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, effective upon the first Closing: (a) Seller, on behalf of himself and each of his past, present or future affiliates, agents and counsel, and each of his and their respective legal representatives, successors and assigns (each a “Seller Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, the Company and its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns, of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Seller Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreement. (b) Company, on behalf of itself and each of its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreement.

Mutual General Release. In consideration Expressly conditioned upon timely completion of the mutual covenants delivery requirements set forth under Section 2 above, the Parties, each for themselves, their respective Boards of Directors, officers, shareholders, members, assigns, employees, agents, predecessors, heirs, executors, and undertakings contained herein administrators, successors, subsidiary entities, former entities, attorneys, and for other good any others claiming under or through them, both past and valuable considerationpresent, effective upon the first Closing: (a) Seller, on behalf of himself do hereby release and forever discharge each of his past, present or future affiliates, agents and counselother, and each of his and their respective legal representativesthe others' Boards of Directors, successors and assigns (each a “Seller Releasor”)officers, irrevocably releasesshareholders, acquitsmembers, covenants not to xxx and forever dischargesassigns, to the fullest extent permitted by lawemployees, the Company and its past, present or future officersagents, managers, directorspredecessors, shareholderssuccessors, partnersheirs, membersexecutors, subsidiariesand administrators, affiliatessubsidiary entities, employeesaffiliates former entities, agents attorneys, and counselall others acting by, through, under, or in concert with the other, and each of their respective legal representatives, successors and assigns, ofthem, from any and against any liability, obligation, claim or cause all manner of action or actions, cause or causes of any kind or nature whatsoeveraction, whether arising under any contract or otherwise at in law or in equity, whether suits, debts, liens, contracts (express, implied in fact, or implied by law), agreements, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any nature whatsoever, known or unknown, direct suspected or indirectunsuspected, liquidatedfixed or contingent, maturedwhich each now has or may hereafter have by reason of any matter, contingent cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise. Notwithstanding the above, or any other provisions of this instrument, this Agreement shall not affect, discharge, or release any Seller Releasorclaims, in each caseknown or unknown, that arises which arise from or relates relate to any factsthe rights or obligations of the parties hereto, eventswhether presently existing or subsequently accruing, circumstances with respect to the obligations created by or conduct arising or occurring on or before out of the date of this Agreement, except any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date provisions of this Agreement. (b) Company, on behalf of itself and each of its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreement.

Mutual General Release. In Upon the Parties’ execution hereof, subject to Xxxxxx’s compliance with the terms and conditions of Section 2 herein, and in consideration of the mutual covenants and undertakings contained herein releases and for other good and valuable considerationconsideration identified herein, effective upon the first Closing: (a) Sellerreceipt and sufficiency of which are hereby acknowledged, the Parties on behalf of himself and each of his past, present or future affiliates, agents and counsel, and each of his themselves and their respective legal agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and assigns sureties (each a “Seller Releasor”as well as their respective parents, subsidiaries, related entities and affiliates, and any of their agents, assigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by lawapplicable, the Company hereby completely release, acquit, and its pastforever discharge each other and their respective agents, present or future officersassigns, attorneys, directors, employees, heirs, insurers, investors, managers, members, officers, officials, owners, representatives, predecessors and successors in interest and sureties (as well as their respective parents, subsidiaries, related entities and affiliates, and any of their agents, assigns, attorneys, directors, shareholdersemployees, partnersheirs, insurers, investors, managers, members, subsidiariesofficers, affiliatesofficials, employeesowners, agents and counsel, and each of their respective legal representatives, predecessors and successors in interest and assignssureties), ofto the extent applicable, of and from any and against all demands, claims, counterclaims, obligations, causes of actions and compensation of any liabilitynature, obligationtype or description whatsoever whether based upon tort, contract, statute, equity, tortious breach of contract or bad faith, or any other theory of recovery, which any of the Parties hereto may have or has had from the beginning to time to present date that arise from or relate to the Supply Agreement or Repayment Plans which were or could have been asserted in any litigation. The Parties further agree that they each waive any and all entitlement to relief or compensation, with the exception of what is identified herein, including, but not limited to, monetary damages or equitable relief, with respect to any claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Seller Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreement. (b) Company, on behalf of itself and each of its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, released pursuant to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreementpreceding paragraph.

Mutual General Release. In consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, effective upon the first Closing: (a) SellerExcept as otherwise expressly provided herein, on behalf Director hereby releases and forever discharges PPBI, the Bank, and their officers, directors, agents, affiliates, successors and assigns, from any and all claims, debts, losses, covenants, agreements, contracts, liabilities, demands, obligations, accounts, expenses, actions, causes of himself action and each of his suits, whether past, present or future affiliatesfuture, agents known or unknown, at law or in equity, of whatever kind or nature whatsoever (collectively, "Claims"), which Director now has, owns, or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or hold, by reason of any fact, matter, cause or thing whatsoever from the beginning of time to the date hereof, including, without limitation, any and counselall matters arising from or in connection with any agreement or alleged agreement between Director and PPBI or the Bank, whether written or oral. The foregoing release shall not extend to Director's rights to enforce the provisions of this Agreement. (b) Except as otherwise expressly provided herein, PPBI and each of the Bank hereby release and forever discharge Director and his and their respective legal heirs, personal representatives, successors and assigns assigns, from any and all Claims, which PPBI now has, owns, or holds, or has at any time heretofore had, owned or held, or may at any time hereafter have, own or hold, by reason of any fact, matter, cause or thing whatsoever from the beginning of time to the date hereof, including, without limitation, any and all matters arising from or in connection with any agreement or alleged agreement between Director and PPBI or the Bank, whether written or oral. The foregoing release shall not extend to the rights of PPBI or the Bank to enforce the provisions of this Agreement. (c) Except as otherwise set forth herein, each party agrees that this Agreement shall be effective as a “Seller Releasor”)full and final accord and satisfaction and release of each and every matter hereinabove referred to. In furtherance of this intention, irrevocably releaseseach party acknowledges that each party is familiar with Section 1542 of the California Civil Code, acquitswhich 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, covenants not to xxx which if known by him must have materially affected his settlement with the debtor." Except as otherwise set forth herein, each party waives and forever dischargesrelinquishes any rights and benefits which that party has or may have under Section 1542 of the California Civil Code, to the fullest extent permitted by law. In connection with such waiver and relinquishment, each party acknowledges that any party may hereafter discover claims or facts in addition to or different from those which each party now knows or believes to exist with respect to the Company subject matter of this Agreement, but that it is each party's intention hereby fully, finally and its pastforever to settle and release any and all released matters, present or future officersdisputes and differences, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns, of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct suspected or indirectunsuspected, liquidatedwhich now exist, maturedmay exist, contingent or otherwiseheretofore have existed, as set forth herein. In furtherance of such intention, and except as otherwise expressly reserved herein, the releases herein given shall be and remain in effect as full and complete general releases, notwithstanding the discovery or existence of any Seller Releasor, in each case, that arises from such additional or relates to any different claims or facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreement. (bd) Company, on behalf of itself Each party acknowledges and each of its past, present agrees that it has not assigned to any third party any Claim or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counselany interest in any Claim that it has or at any time has had against any other party, and each that it has the full power and authority to enter into this Agreement and the release of their respective legal representativesClaims included herein. (e) Anything provided in this Section 1 to the contrary notwithstanding, successors the Director shall not release PPBI and assigns (each a “Company Releasor”)the Bank from, irrevocably releases, acquits, covenants not and the Director shall continue to xxx and forever dischargeshave, to the fullest same extent permitted by applicable to any continuing director of PPBI or the Bank, all rights to indemnification from PPBI and/or the Bank related to his services as a director of PPBI and/or the Bank, as such indemnification rights are provided for under applicable law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract charter or otherwise at by-law provision of PPBI or in equity, whether known the Bank or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates pursuant to any facts, events, circumstances or conduct arising or occurring on or before existing indemnification agreement between the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; Director and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after PPBI and/or the date of this AgreementBank.

Mutual General Release. In (a) CombineNet, in consideration of the mutual covenants payment of the Settlement Sum, the receipt and undertakings contained sufficiency of which is hereby acknowledged, the promises of Verticalnet set forth herein and for other good the discontinuance of the First and valuable considerationSection Actions, effective upon the first Closing: (a) Sellerhereby releases Verticalnet, on behalf of himself and each of his past, present or future affiliates, agents and counsel, and each of his and their respective legal representatives, successors and assigns (each a “Seller Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, the Company and its past, present or and future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents predecessor, successor, affiliated, subsidiary and counselparent corporations (and the officers, directors, shareholders and employees of said corporations), assigns, attorneys, agents, and each of their respective legal representatives, successors from any and assignsall manner of claims, ofactions, from causes of action, remedies, rights, judgments, debts, contracts, promises, allegations, demands, obligations, duties, suits, expenses, assessments, penalties, charges, injuries, losses, costs, fees, including attorneys’ fees, damages and against any liabilityliabilities of every kind, obligation, claim or cause of action of any kind or nature character and manner whatsoever, whether arising under any contract or otherwise at in law or in equity, civil or criminal, administrative or judicial, contract, tort or otherwise, which it ever had, have or may have, whether now known or unknown, direct claimed or indirectunclaimed, liquidatedasserted or unasserted, maturedsuspected or unsuspected, contingent discovered or otherwiseundiscovered, accrued or unaccrued, for, upon or by reason of any Seller Releasormatter, cause or thing whatsoever arising out of or in each caseany way related, that arises from directly or relates indirectly, to any facts, events, circumstances the First or conduct arising or occurring on or before the date of this Agreement, except any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this AgreementSecond Actions. (b) CompanyVerticalnet, on behalf in consideration of itself the discontinuance of the First and each of Second Actions and the license granted herein, hereby jointly and severally release CombineNet, its past, present or and future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents predecessor, successor, affiliated, subsidiary and counselparent corporations (and the officers, directors, shareholders and employees of said corporations), assigns, attorneys, agents, and each of their respective legal representatives, successors from any and assigns (each a “Company Releasor”)all manner of claims, irrevocably releasesactions, acquitscauses of action, covenants not to xxx remedies, rights, judgments, debts, contracts, promises, allegations, demands, obligations, duties, suits, expenses, assessments, penalties, charges, injuries, losses, costs, fees, including attorneys’ fees, damages and forever dischargesliabilities of every kind, to the fullest extent permitted by law, Seller character and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature manner whatsoever, whether arising under any contract or otherwise at in law or in equity, civil or criminal, administrative or judicial, contract, tort or otherwise, which it ever had, have or may have, whether now known or unknown, direct claimed or indirectunclaimed, liquidatedasserted or unasserted, maturedsuspected or unsuspected, contingent discovered or otherwiseundiscovered, accrued or unaccrued, for, upon or by reason of any Company Releasormatter, cause or thing whatsoever arising out of or in any way related, directly or indirectly, to the First or Second Actions. This release is intended to specifically encompass, but is not limited to, any matter that could have been brought as a counterclaim in the First or Second Actions. (c) Notwithstanding subparts (a) and (b) above, each case, that arises from or relates party hereto specifically reserves its rights to any facts, events, circumstances or conduct arising or occurring on or before enforce the date terms and conditions of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; Settlement Agreement and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this AgreementRelease.

Mutual General Release. In exchange for legally sufficient consideration as described herein, the Parties hereby fully, finally, and mutually generally release each of the mutual covenants other from any and undertakings contained herein and for other good and valuable considerationall claims that do, effective upon the first Closingor may, exist as between them, as follows: (a) SellerAs of the Effective Date, Nutrablend, on its own behalf and on behalf of himself and each of his pastits shareholders, present or future affiliatesdirectors, agents and counselofficers, and each of his and their respective employees, agents, legal representatives, successors affiliates, parents, predecessors, successors, insurers, subsidiaries and assigns sibling corporations and entities, heirs, assigns, and anyone else acting on its behalf (each a the “Seller ReleasorNutrablend Releasors”), irrevocably releaseshereby generally, acquitsvoluntarily and knowingly, covenants not to xxx absolutely, irrevocably, broadly and unconditionally fully and forever dischargesrelease and discharge MusclePharm, to the fullest extent permitted by law, the Company and its past, present or future officers, managersshareholders, directors, shareholdersofficers, partnersemployees, membersagents, subsidiarieslegal representatives, affiliates, employeesparents, agents predecessors, successors, insurers, subsidiaries and counselsibling corporations and entities, heirs, assigns, and each anyone else acting on its behalf, of their respective legal representatives, successors and assigns, of, from any and against any all liability, obligationclaims, claim or cause of action of any kind or nature whatsoeverdemands, whether arising under any contract or otherwise at damages, punitive damages, disputes, suits and action, in law or in equity, whether known or unknown, direct suspected or indirectunsuspected, liquidated, matured, contingent or otherwiseforeseen or unforeseen, of any Seller Releasor, in each casekind or nature whatsoever, that arises from were or relates to that could have been alleged in any factscourt of other forum, eventswhich Nutrablend now or hereafter can, circumstances shall, or conduct may have arising out of, relating to, or occurring on or before assertable in connection with the date of this AgreementAlleged Agreement and any outstanding invoices thereunder, except any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after for the date of obligations set forth in this Agreement. (b) CompanyAs of the Effective Date, MusclePharm, on its own behalf and on behalf of itself and each of its past, present or future officers, managersshareholders, directors, shareholdersofficers, partnersemployees, membersagents, subsidiarieslegal representatives, affiliates, parents, predecessors, successors, insurers, subsidiaries and sibling corporations and entities, heirs, assigns, and anyone else acting on its behalf (the “MusclePharm Releasors”), hereby generally, voluntarily and knowingly, absolutely, irrevocably, broadly and unconditionally fully and forever releases and discharges Nutrablend and its shareholders, directors, officers, employees, agents and counselagents, and each of their respective legal representatives, successors and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents parents, predecessors, successors, insurers, subsidiaries and counselsibling corporations and entities, heirs, assigns, and each anyone else acting on its behalf, of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from any and against any all liability, obligationclaims, claim or cause of action of any kind or nature whatsoeverdemands, whether arising under any contract or otherwise at damages, punitive damages, disputes, suits and action, in law or in equity, whether known or unknown, direct suspected or indirectunsuspected, liquidated, matured, contingent or otherwiseforeseen or unforeseen, of any Company Releasor, in each casekind or nature whatsoever, that arises from were or relates to that could have been alleged in any factscourt of other forum, eventswhich MusclePharm now or hereafter can, circumstances shall, or conduct may have arising out of, relating to, or occurring on or before assertable in connection with the date of this AgreementAlleged Agreement and outstanding invoices, except for the obligations set forth in this Agreement. (c) The releases stated in Section 6(a) and 6(b) of this Agreement will be referred to as the “Released Claims.” Excluded from these releases are: (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions claims that constitute intentional fraud relating to or arising from litigation involving EMEDcannot be waived by law, if any; and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date for enforcement of this Agreement. (d) Except for the obligations under this Agreement, the MusclePharm Releasors and the Nutrablend Releasors (together, the “Releasors”) agree that their releases expressly waive and release any and all provisions, rights, and benefits conferred by § 1542 of the California Civil Code, which states:

Mutual General Release. In consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, effective upon the first Closing: (a) SellerBAC and each of its respective affiliates (which term excludes the Company under this Release), successors, assigns, directors, officers, employees, agents and their respective heirs, executors, beneficiaries and personal representatives (collectively, the “BAC Releasing Parties”), knowingly and voluntarily, release, waive and forever discharge (collectively, the “BAC Release”) Xxxx Xxxx and his heirs, executors, beneficiaries, successors, agents, assigns and personal representatives (collectively, the “BAC Released Parties”) from any and all claims, demands, damages, liabilities, obligations, manner of actions, causes, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, trespasses, judgments and executions, whatever, whether at law or in equity (collectively, “Claims”) of any kind, nature or description whatever, whether known or unknown (and if unknown, regardless of whether knowledge of the same may have affected the decision to make this BAC Release), which now exist or which may hereafter arise based on any fact or circumstance arising or occurring on or at any time prior to the date hereof related to the Agreement. In furtherance of the foregoing, BAC covenants on behalf of itself and the BAC Releasing Parties not to xxx or prosecute any action against any of the BAC Released Parties with respect to any of the matters within the scope of this Release and agree to hold each of the BAC Released Parties harmless with respect to any such suit or prosecution in contravention of this Section 1. (b) Xxxx Xxxx, for himself and his heirs, executors, beneficiaries, successors, agents, assigns and personal representatives (collectively, the “Xxxx Xxxx Releasing Parties”), knowingly and voluntarily, releases, waives and forever discharges (collectively, the “Xxxx Romm Release”) BAC and each of its respective affiliates (which term excludes the Company under this Release), successors, assigns, directors, officers, employees, agents and their respective heirs, executors, beneficiaries and personal representatives (collectively, the “Xxxx Xxxx Released Parties”) from any and all claims, demands, damages, liabilities, obligations, manner of actions, causes, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, trespasses, judgments and executions, whatever, whether at law or in equity (collectively, “Claims”) of any kind, nature or description whatever, whether known or unknown (and if unknown, regardless of whether knowledge of the same may have affected the decision to make this Xxxx Xxxx Release), which now exist or which may hereafter arise based on any fact or circumstance arising or occurring on or at any time prior to the date hereof related to the Agreement. In furtherance of the foregoing, Xxxx Xxxx covenants on behalf of himself and each of his past, present or future affiliates, agents and counsel, and each of his and their respective legal representatives, successors and assigns (each a “Seller Releasor”), irrevocably releases, acquits, covenants the Xxxx Xxxx Releasing Parties not to xxx or prosecute any action against any of the Resigning Director Released Parties with respect to any of the matters within the scope of this Release and forever discharges, agrees to the fullest extent permitted by law, the Company and its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and hold each of their respective legal representatives, successors and assigns, of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Seller Releasor, in each case, that arises from or relates the Resigning Director Released Parties harmless with respect to any facts, events, circumstances such suit or conduct arising or occurring on or before the date prosecution in contravention of this Agreement, except any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this AgreementSection 1. (b) Company, on behalf of itself and each of its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreement.

Mutual General Release. In consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, effective upon the first Closing: (a) SellerBAC and each of its respective affiliates (which term excludes the Company under this Release), successors, assigns, directors, officers, employees, agents and their respective heirs, executors, beneficiaries and personal representatives (collectively, the “BAC Releasing Parties”), knowingly and voluntarily, release, waive and forever discharge (collectively, the “BAC Release”) [Resigning Director] and his heirs, executors, beneficiaries, successors, agents, assigns and personal representatives (collectively, the “BAC Released Parties”)) from any and all claims, demands, damages, liabilities, obligations, manner of actions, causes, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, trespasses, judgments and executions, whatever, whether at law or in equity (collectively, “Claims”) of any kind, nature or description whatever, whether known or unknown (and if unknown, regardless of whether knowledge of the same may have affected the decision to make this BAC Release), which now exist or which may hereafter arise based on any fact or circumstance arising or occurring on or at any time prior to the date hereof related to the Agreement. In furtherance of the foregoing, BAC covenants on behalf of itself and the BAC Releasing Parties not to xxx or prosecute any action against any of the BAC Released Parties with respect to any of the matters within the scope of this Release and agree to hold each of the BAC Released Parties harmless with respect to any such suit or prosecution in contravention of this Section 1. (b) [Resigning Director], for himself and his heirs, executors, beneficiaries, successors, agents, assigns and personal representatives (collectively, the “[Resigning Director] Releasing Parties”), knowingly and voluntarily, releases, waives and forever discharges (collectively, the “[Resigning Director] Release”) BAC and each of its respective affiliates (which term excludes the Company under this Release), successors, assigns, directors, officers, employees, agents and their respective heirs, executors, beneficiaries and personal representatives (collectively, the “[Resigning Director] Released Parties”) from any and all claims, demands, damages, liabilities, obligations, manner of actions, causes, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, trespasses, judgments and executions, whatever, whether at law or in equity (collectively, “Claims”) of any kind, nature or description whatever, whether known or unknown (and if unknown, regardless of whether knowledge of the same may have affected the decision to make this [Resigning Director] Release), which now exist or which may hereafter arise based on any fact or circumstance arising or occurring on or at any time prior to the date hereof related to the Agreement. In furtherance of the foregoing, [Resigning Director] covenants on behalf of himself and each of his past, present or future affiliates, agents and counsel, and each of his and their respective legal representatives, successors and assigns (each a “Seller Releasor”), irrevocably releases, acquits, covenants the [Resigning Director] Releasing Parties not to xxx or prosecute any action against any of the Resigning Director Released Parties with respect to any of the matters within the scope of this Release and forever discharges, agrees to the fullest extent permitted by law, the Company and its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and hold each of their respective legal representatives, successors and assigns, of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Seller Releasor, in each case, that arises from or relates the Resigning Director Released Parties harmless with respect to any facts, events, circumstances such suit or conduct arising or occurring on or before the date prosecution in contravention of this Agreement, except any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this AgreementSection 1. (b) Company, on behalf of itself and each of its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreement.

Mutual General Release. In consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, effective upon the first Closing: (a) SellerBAC and each of its respective affiliates (which term excludes the Company under this Release), successors, assigns, directors, officers, employees, agents and their respective heirs, executors, beneficiaries and personal representatives (collectively, the “BAC Releasing Parties”), knowingly and voluntarily, release, waive and forever discharge (collectively, the “BAC Release”) Xxxxxx Xxxxxxxxx and his heirs, executors, beneficiaries, successors, agents, assigns and personal representatives (collectively, the “BAC Released Parties”) from any and all claims, demands, damages, liabilities, obligations, manner of actions, causes, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, trespasses, judgments and executions, whatever, whether at law or in equity (collectively, “Claims”) of any kind, nature or description whatever, whether known or unknown (and if unknown, regardless of whether knowledge of the same may have affected the decision to make this BAC Release), which now exist or which may hereafter arise based on any fact or circumstance arising or occurring on or at any time prior to the date hereof related to the Agreement. In furtherance of the foregoing, BAC covenants on behalf of itself and the BAC Releasing Parties not to xxx or prosecute any action against any of the BAC Released Parties with respect to any of the matters within the scope of this Release and agree to hold each of the BAC Released Parties harmless with respect to any such suit or prosecution in contravention of this Section 1. (b) Xxxxxx Xxxxxxxxx, for himself and his heirs, executors, beneficiaries, successors, agents, assigns and personal representatives (collectively, the “Xxxxxx Xxxxxxxxx Releasing Parties”), knowingly and voluntarily, releases, waives and forever discharges (collectively, the “Xxxxxx Xxxxxxxxx Release”) BAC and each of its respective affiliates (which term excludes the Company under this Release), successors, assigns, directors, officers, employees, agents and their respective heirs, executors, beneficiaries and personal representatives (collectively, the “Xxxxxx Xxxxxxxxx Released Parties”) from any and all claims, demands, damages, liabilities, obligations, manner of actions, causes, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, trespasses, judgments and executions, whatever, whether at law or in equity (collectively, “Claims”) of any kind, nature or description whatever, whether known or unknown (and if unknown, regardless of whether knowledge of the same may have affected the decision to make this Xxxxxx Xxxxxxxxx Release), which now exist or which may hereafter arise based on any fact or circumstance arising or occurring on or at any time prior to the date hereof related to the Agreement. In furtherance of the foregoing, Xxxxxx Xxxxxxxxx covenants on behalf of himself and each of his past, present or future affiliates, agents and counsel, and each of his and their respective legal representatives, successors and assigns (each a “Seller Releasor”), irrevocably releases, acquits, covenants the Xxxxxx Xxxxxxxxx Releasing Parties not to xxx or prosecute any action against any of the Resigning Director Released Parties with respect to any of the matters within the scope of this Release and forever discharges, agrees to the fullest extent permitted by law, the Company and its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and hold each of their respective legal representatives, successors and assigns, of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Seller Releasor, in each case, that arises from or relates the Resigning Director Released Parties harmless with respect to any facts, events, circumstances such suit or conduct arising or occurring on or before the date prosecution in contravention of this Agreement, except any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this AgreementSection 1. (b) Company, on behalf of itself and each of its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreement.

Mutual General Release. In consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, effective upon the first Closing: (a) SellerCCP does hereby release, on behalf of himself discharge and acquit forever the Company, its subsidiaries and affiliates, each of his past, present or future affiliates, agents and counsel, and each of his and their its respective legal representatives, successors and assigns (each a “Seller Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, the Company and its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents directors and counsel, employees and each of their respective legal representativesheirs, administrators, successors and assigns, offrom any and all actions, from causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, agreements, liabilities, damages, costs, expenses, demands, judgments, executions, variances, claims and against any liability, obligation, claim or cause other obligations of action of any whatever kind or nature whatsoevernature, whether arising under any contract or otherwise at in law or in equity, whether known or unknown, direct suspected or indirectunsuspected, liquidatedarising from, maturedconnected or related to, contingent or otherwisecaused by any event, occurrence, cause or thing, of any Seller Releasortype, whatsoever, arising or existing, or occurring, in each casewhole or in part, that arises at any time from or relates to any facts, events, circumstances or conduct arising or occurring on or before the beginning of the world through the date of this Agreementhereof, except for any claims arising solely under this Agreement (collectively, the "Subject Claims"). CCP acknowledges that it has considered the possibility that it may not fully know the number or magnitude of all the Subject Claims or other claims which it has or may have against the Company, its subsidiaries and affiliates, each of its respective officers, directors and employees and each of their respective heirs, administrators, successors and assigns, but nevertheless, intends to assume the risk that it is releasing such unknown claims and agrees that this Agreement is a full and final release of any and all Subject Claims, subject to the provisions of subparagraph (d) below. (b) The Company does hereby release, discharge and acquit forever CCP, its subsidiaries and affiliates, each of its respective officers, directors, partners, agents and employees and each of their respective heirs, administrators, successors and assigns, from any and all Subject Claims. The Company acknowledges that it has considered the possibility that it may not fully know the number or relating magnitude of all the Subject Claims or other claims which it has or may have against CCP, its subsidiaries and affiliates, each of its respective officers, directors, partners, agents and employees and each of their respective heirs, administrators, successors and assigns, but nevertheless, intends to assume the risk that it is releasing such unknown claims and agrees that this Agreement is a full and final release of any factsand all Subject Claims, events, circumstances or conduct arising or occurring after subject to the date provisions of subparagraph (d) below. (c) This mutual general release is given for good and valuable consideration and to provide a material inducement to the Company and CCP to consummate the transactions described in this Agreement from which the Company and CCP will receive substantial direct and indirect benefit. This release shall remain in full force and effect without regard to the expiration provisions under this Agreement. (bd) CompanyIn the event that the transactions contemplated by this Agreement are set aside or avoided, on behalf of itself any applicable rights to pursue any Subject Claims would revert to the Company and each of its pastCCP, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counselas the case may be, and each of their respective legal representatives, successors the releases given in this Section 5 shall automatically be null and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreementvoid.

Mutual General Release. In consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, effective upon the first Closing: (a) SellerBAC and each of its respective affiliates (which term excludes the Company under this Release), successors, assigns, directors, officers, employees, agents and their respective heirs, executors, beneficiaries and personal representatives (collectively, the “BAC Releasing Parties”), knowingly and voluntarily, release, waive and forever discharge (collectively, the “BAC Release”) Xxxx Xxxxxxx and his heirs, executors, beneficiaries, successors, agents, assigns and personal representatives (collectively, the “BAC Released Parties”) from any and all claims, demands, damages, liabilities, obligations, manner of actions, causes, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, trespasses, judgments and executions, whatever, whether at law or in equity (collectively, “Claims”) of any kind, nature or description whatever, whether known or unknown (and if unknown, regardless of whether knowledge of the same may have affected the decision to make this BAC Release), which now exist or which may hereafter arise based on any fact or circumstance arising or occurring on or at any time prior to the date hereof related to the Agreement. In furtherance of the foregoing, BAC covenants on behalf of itself and the BAC Releasing Parties not to xxx or prosecute any action against any of the BAC Released Parties with respect to any of the matters within the scope of this Release and agree to hold each of the BAC Released Parties harmless with respect to any such suit or prosecution in contravention of this Section 1. (b) Xxxx Xxxxxxx, for himself and his heirs, executors, beneficiaries, successors, agents, assigns and personal representatives (collectively, the “Xxxx Xxxxxxx Releasing Parties”), knowingly and voluntarily, releases, waives and forever discharges (collectively, the “Xxxx Xxxxxxx Release”) BAC and each of its respective affiliates (which term excludes the Company under this Release), successors, assigns, directors, officers, employees, agents and their respective heirs, executors, beneficiaries and personal representatives (collectively, the “Xxxx Xxxxxxx Released Parties”) from any and all claims, demands, damages, liabilities, obligations, manner of actions, causes, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, trespasses, judgments and executions, whatever, whether at law or in equity (collectively, “Claims”) of any kind, nature or description whatever, whether known or unknown (and if unknown, regardless of whether knowledge of the same may have affected the decision to make this Xxxx Xxxxxxx Release), which now exist or which may hereafter arise based on any fact or circumstance arising or occurring on or at any time prior to the date hereof related to the Agreement. In furtherance of the foregoing, Xxxx Xxxxxxx covenants on behalf of himself and each of his past, present or future affiliates, agents and counsel, and each of his and their respective legal representatives, successors and assigns (each a “Seller Releasor”), irrevocably releases, acquits, covenants the Xxxx Xxxxxxx Releasing Parties not to xxx or prosecute any action against any of the Resigning Director Released Parties with respect to any of the matters within the scope of this Release and forever discharges, agrees to the fullest extent permitted by law, the Company and its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and hold each of their respective legal representatives, successors and assigns, of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Seller Releasor, in each case, that arises from or relates the Resigning Director Released Parties harmless with respect to any facts, events, circumstances such suit or conduct arising or occurring on or before the date prosecution in contravention of this Agreement, except any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this AgreementSection 1. (b) Company, on behalf of itself and each of its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreement.

Mutual General Release. In consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, effective upon the first Closing: (a) Seller, on behalf of himself and each of his past, present or future affiliates, agents and counsel, and each of his and their respective legal representatives, successors and assigns (each a “Seller Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, the Company and its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns, of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Seller Releasor, in each case, that arises from or relates Subject to any facts, events, circumstances claims arising out of or conduct arising or occurring on or before the date from a breach of this Agreement, except Blonder Tongue does hereby irrevocably and unconditionally remise, release and forever discharge each of the Bell Entities and their respective predecessors, successors, paxx xnd present affiliates, divisions and subsidiaries, stockholders, partners, directors, officers, agents and employees, from any claims and all manner of action, causes of action, suits, debts, accounts, contracts, agreements, controversies, judgments, damages, claims, liabilities, and demands of any nature whatsoever whether known, unknown, fixed or contingent (collectively, the "Blonder Tongue Claims"), which Blonder Tongue, or any one claiming through, by or on behalf of Blonder Tongue, ever had, now has, or hereafter can, may or will have, for, upon or by reason of (i) Blonder Tongue's purchase, ownership, or sale and transfer of the BTT Shares, (ii) the Joint Venture, or (iii) any or all of the Prior Agreements, excluding Blonder Tongue Claims related to, or arising from or relating to under, any facts, events, circumstances or conduct arising or occurring after the date Surviving Provision of this any Prior Agreement. (b) Company, on behalf of itself and each of its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates Subject to any facts, events, circumstances claims arising out of or conduct arising or occurring on or before the date from a breach of this Agreement, except for each of the Bell Entities does hereby irrevocably and unconditionally xxmise, release and forever discharge Blonder Tongue and its predecessors, successors, past and present affiliates, divisions and subsidiaries, stockholders, partners, directors, officers, agents and employees, from any and all manner of action, causes of action, suits, debts, accounts, contracts, agreements, controversies, judgments, damages, claims, liabilities, and demands of any nature whatsoever whether known, unknown, fixed or contingent (collectively, the "Bell Claims"), which any Bell Entity, or any one claiming throuxx, by or on behalf of a Bell Xxxxty, ever had, now has, or hereafter can, may or wilx xxve, for, upon or by reason of (i) any claim against a Seller Releasee arising from the purchase, ownership, or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; sale and transfer of the Blonder Shares, (ii) the Joint Venture, or (iii) any claims or all of the Prior Agreements, excluding Bell Claims related to, or arising from or relating to under, any facts, events, circumstances or conduct arising or occurring after the date Surviving Pxxxxsion of this any Prior Agreement.

Mutual General Release. In consideration Expressly conditioned upon timely completion of the mutual covenants delivery requirements set forth under Section 2 above the Parties, each for themselves, their respective Boards of Directors, officers, shareholders, assigns, employees, agents, predecessors, heirs, executors, and undertakings contained herein administrators, successors, subsidiary entities, former entities, attorneys, and for other good any others claiming under or through them, both past and valuable considerationpresent, effective upon the first Closing: (a) Seller, on behalf of himself do hereby release and forever discharge each of his past, present or future affiliates, agents and counselother, and each of his and their respective legal representativesthe others' Boards of Directors, successors and assigns (each a “Seller Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, the Company and its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliatesassigns, employees, agents agents, predecessors, successors, heirs, executors, and counseladministrators, subsidiary entities, former entities, attorneys, and all others acting by, through, under, or in concert with the other, and each of their respective legal representatives, successors and assigns, ofthem, from any and against any liability, obligation, claim or cause all manner of action or actions, cause or causes of any kind or nature whatsoeveraction, whether arising under any contract or otherwise at in law or in equity, whether suits, debts, liens, contracts (express, implied in fact, or implied by law), agreements, promises, liabilities, claims, set offs, rights and claims for indemnity and/or contribution, refunds, overpayments, demands, damages, losses, costs, or expenses, of any nature whatsoever, known or unknown, direct suspected or indirectunsuspected, liquidatedfixed or contingent, maturedwhich each now has or may hereafter have by reason of any matter, contingent cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any matters that or might have been in any way raised, by complaint, cross-complaint or otherwise, as a result of the Employment Agreement and the services of Xxxxx to ISN during and prior to the term of the Employment Agreement. Notwithstanding the above, or any Seller Releasorother provisions of this instrument, in each casethis Agreement shall not affect, that arises discharge, or release any claims, known or unknown, which arise from or relates relate to any factsthe rights or obligations of the parties hereto, eventswhether presently existing or subsequently accruing, circumstances with respect to the obligations created by or conduct arising or occurring on or before out of the date of this Agreement, except any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date provisions of this Agreement. (b) Company, on behalf of itself and each of its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreement.

Mutual General Release. In consideration of the mutual covenants and undertakings contained herein and for other good and valuable consideration, effective upon the first Closing: (a) SellerRGC does hereby release, on behalf of himself discharge and acquit forever the Company, its subsidiaries and affiliates, each of his past, present or future affiliates, agents and counsel, and each of his and their its respective legal representatives, successors and assigns (each a “Seller Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, the Company and its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents directors and counsel, employees and each of their respective legal representativesheirs, administrators, successors and assigns, offrom any and all actions, from causes of action, suits, debts, accounts, bonds, bills, covenants, contracts, controversies, agreements, liabilities, damages, costs, expenses, demands, judgments, executions, variances, claims and against any liability, obligation, claim or cause other obligations of action of any whatever kind or nature whatsoevernature, whether arising under any contract or otherwise at in law or in equity, whether known or unknown, direct suspected or indirectunsuspected, liquidatedarising from, maturedconnected or related to, contingent or otherwisecaused by any event, occurrence, cause or thing, of any Seller Releasortype, whatsoever, arising or existing, or occurring, in each casewhole or in part, that arises at any time from or relates to any facts, events, circumstances or conduct arising or occurring on or before the beginning of the world through the date of this Agreementhereof, except for any claims arising solely under this Agreement (collectively, the "Subject Claims"). RGC acknowledges that it has considered the possibility that it may not fully know the number or magnitude of all the Subject Claims or other claims which it has or may have against the Company, its subsidiaries and affiliates, each of its respective officers, directors and employees and each of their respective heirs, administrators, successors and assigns, but nevertheless, intends to assume the risk that it is releasing such unknown claims and agrees that this Agreement is a full and final release of any and all Subject Claims, subject to the provisions of subparagraph (d) below. (b) The Company does hereby release, discharge and acquit forever RGC, its subsidiaries and affiliates, each of its respective officers, directors, partners, agents and employees and each of their respective heirs, administrators, successors and assigns, from any and all Subject Claims. The Company acknowledges that it has considered the possibility that it may not fully know the number or relating magnitude of all the Subject Claims or other claims which it has or may have against RGC, its subsidiaries and affiliates, each of its respective officers, directors, partners, agents and employees and each of their respective heirs, administrators, successors and assigns, but nevertheless, intends to assume the risk that it is releasing such unknown claims and agrees that this Agreement is a full and final release of any factsand all Subject Claims, events, circumstances or conduct arising or occurring after subject to the date provisions of subparagraph (d) below. (c) This mutual general release is given for good and valuable consideration and to provide a material inducement to the Company and RGC to consummate the transactions described in this Agreement from which the Company and RGC will receive substantial direct and indirect benefit. This release shall remain in full force and effect without regard to the expiration provisions under this Agreement. (bd) CompanyIn the event that the transactions contemplated by this Agreement are set aside or avoided, on behalf of itself any applicable rights to pursue any Subject Claims would revert to the Company and each of its pastRGC, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counselas the case may be, and each of their respective legal representatives, successors the releases given in this Section 5 shall automatically be null and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreementvoid.

Mutual General Release. In For and in consideration of the mutual promises and covenants set forth herein, the sufficiency of which are hereby acknowledged, the Parties, for and undertakings contained herein and for other good and valuable consideration, effective upon the first Closing: (a) Seller, on behalf of himself themselves and each of his pasttheir current or former parents, present or future subsidiaries, affiliates, agents and counselfranchisees, and each of his and their respective legal representativesformer or current trustees, successors and assigns (each a “Seller Releasor”)directors, irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, the Company and its past, present or future officers, managers, directors, shareholders, partners, joint venturers, agents, attorneys, employees, participants, members, associates, representatives, heirs, beneficiaries, insurers, predecessors, successors, assigns, and/or affiliated entities, do hereby release each other and their current or former parents, subsidiaries, affiliates, franchisees, former or current trustees, directors, officers, managers, shareholders, partners, joint venturers, agents, attorneys, employees, agents participants, members, associates, representatives, heirs, beneficiaries, insurers, predecessors, successors, assigns, and/or affiliated entities from any and counselall claims, liabilities, demands, suits, damages, losses, actions or causes of action, whether individual, representative, direct, indirect, or derivative, known or unknown, asserted or unasserted, latent or patent, that are, have been, could reasonably have been, or in the future might reasonably be asserted by any of them in any proceeding in any court or forum, regardless of legal theory or relief claimed, arising from, or in any way related to, any act, transaction, occurrence or event that occurred prior to the date of this Settlement Agreement and each that arises from, or relates in any way to, any aspect of their respective legal representativesrelationship prior to the date of this Settlement Agreement (the “Released Claims”). Without limiting in any way the generality of the foregoing, successors this full waiver and assignsrelease includes any and all charges, ofcomplaints, from claims and against any liability, obligation, claim or cause of action liabilities of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct suspected or indirectunsuspected arising out of the facts or circumstance alleged by any Party in the Demand, liquidatedthe Counterclaim, maturedor any other submission in the Arbitration. The Parties understand that, contingent or otherwise, of any Seller Releasor, among the various rights and claims being waived in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except are those potentially or currently existing under any claims arising from or relating federal, state, and local laws, regulations and ordinances, as well as the right to any facts, events, circumstances or conduct arising or occurring after recover attorneys’ fees. Nothing in the date foregoing paragraph shall be deemed to abrogate the right of either of the Parties to enforce the terms of this Settlement Agreement. (b) Company, on behalf of itself and each of its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or cause of action of any kind or nature whatsoever, whether arising under any contract or otherwise at law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreement.

Mutual General Release. In consideration of the mutual covenants (a) Subject to and undertakings contained herein and for other good and valuable consideration, effective upon the first Closing: Closing of the transactions contemplated under the Purchase Agreement, WEC, for itself and its shareholders, officers, directors, employees, agents, insurers, consultants, principals, attorneys (a) Sellerincluding LKP Global Law, on behalf of himself LLP, Kxxxx X. Xxxxx and Fxxxxxx Xxxx), partners, joint venturers, affiliates, subsidiaries, predecessors, successors, assigns, and each of them, along with each of Messrs. Dxxxxxx, Sxxxxxx and Lxxxx, for himself as well as his past, present or and future heirs, representatives, administrators, executors, agents, representatives, attorneys, partners, joint venturers, affiliates, agents and counselpredecessors, successors, assigns, and each of his them (individually and collectively, the “WEC Related Persons”) on the one hand, and PRHL, for itself and its shareholders, officers, directors, employees, agents, insurers, consultants, principals, attorneys (including Weed & Co. LLP and Rxxxxxx X. Xxxx), partners, joint venturers, affiliates, subsidiaries (including WEI), predecessors, successors, assigns, and each of them (individually and collectively, the “PRHL Related Persons”) on the other hand, hereby fully and irrevocably release, acquit and discharge each other from any and all Claims as defined in Subsection (b) below which the Parties and their respective legal representativesRelated Persons or any of them had, successors now have, or may hereafter claim to have against each other, that relate to the Opportunities, the transactions contemplated by the Purchase Agreement, and assigns any other matters of any kind or nature set forth in the Recitals including but not limited to, any fact, cause, matter or thing which was, or could have been stated, asserted, claimed, or in connection with, the Opportunities, the transactions contemplated by the Purchase Agreement, and the relationship, association and/or employment of Messrs. Dxxxxxx, Sxxxxx and Lxxxx with PRHL and/or WEI, including without limitations, any claims for breach of fiduciary duties, self-dealing and/or misappropriation of corporate opportunities (each a collectively the “Seller ReleasorReleased Matters”); provided, irrevocably releaseshowever, acquitsthat the Released Matters shall expressly exclude each Party’s obligations under the Purchase Agreement and the other Transactional Documents, covenants which exclusions the Parties hereby acknowledge and agree. (b) The Parties understand that Section 1542 of the California Civil Code provides: “A general release does not extend to xxx 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.” In connection with the release set forth in this Subsection (b), each Party hereby expressly waives and forever dischargesrelinquishes every present or future right or benefit he, they or it has, or may have, with respect to the Released Matters under Section 1542 of the California Civil Code and/or any similar law, statute, provision or policy to the fullest extent permitted by law. (c) For purposes of this Agreement, the Company term “Claim” means any fixed or contingent, matured or unmatured, liquidated or unliquidated, known or unknown, suspected or unsuspected, disclosed or undisclosed, anticipated or unanticipated claims, controversies, disputes, causes of actions, cross-claims, liabilities, rights, remedies, debts, rights of setoff, obligations, demands (including letter demands or notices), penalties, assessments, damages, requests, suits, lawsuits, expenses, costs (including attorney fees and its pastexpenses), present actions, administrative proceedings, or future officersorders, managersof whatever nature, directorskind, shareholderscharacter, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns, of, from and against any liability, obligation, claim type or cause of action of any kind or nature whatsoeverdescription, whether arising under any contract or otherwise at law or in equity, and whether known sounding in tort, intentional or unknownnegligent, direct contract, equity, nuisance, trespass, strict liability or indirectany other statutory, liquidatedregulatory, matured, contingent administrative or otherwise, of any Seller Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreement. (b) Company, on behalf of itself and each of its past, present or future officers, managers, directors, shareholders, partners, members, subsidiaries, affiliates, employees, agents and counsel, and each of their respective legal representatives, successors and assigns (each a “Company Releasor”), irrevocably releases, acquits, covenants not to xxx and forever discharges, to the fullest extent permitted by law, Seller and his past, present or future affiliates, agents and counsel, and each of their respective legal representatives, successors and assigns (each, a “Seller Releasee”), of, from and against any liability, obligation, claim or common law cause of action or source of any kind or nature whatsoeverlaw. The laws referred to in this paragraph include statutes, whether arising under any contract or otherwise at regulations, other administrative guidance and common law or in equity, whether known or unknown, direct or indirect, liquidated, matured, contingent or otherwise, of any Company Releasor, in each case, that arises from or relates to any facts, events, circumstances or conduct arising or occurring on or before the date of this Agreement, except for (i) any claim against a Seller Releasee arising from or relating to Seller’s acts or omissions that constitute intentional fraud relating to or arising from litigation involving EMED; and (ii) any claims arising from or relating to any facts, events, circumstances or conduct arising or occurring after the date of this Agreementdoctrines.