Common use of Mutual Release Clause in Contracts

Mutual Release. Effective as of the Closing and except as otherwise specifically set forth in this Agreement, each of Seller, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora), on the one hand, shall, and Seller shall cause Maquiladora, on the other hand, to, release and forever discharge the other Party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the Closing; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Distribution Date and except as otherwise specifically set forth in this Agreementthe other Transaction Agreements or the Transferred Affiliate Arrangements, each of SellerVerizon, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)the Verizon Subsidiaries, on the one hand, shalland Spinco, on behalf of itself and Seller shall cause Maquiladoraeach of the Spinco Subsidiaries, on the other hand, to, release hereby releases and forever discharge discharges the other Party and its Subsidiaries, and its and their respective officers, directors, managers or other persons acting in a similar capacity, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debtsdebts (including intercompany cash balances and accounts and notes payable), demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party Party has or ever had or ever will have, which exist or arise out of or relate to events, circumstances or actions taken by such other party Party occurring or failing to occur or any conditions existing at or prior to the ClosingDistribution Date whether or not known on the Distribution Date, including in connection with the transactions and all other activities to implement the Contribution and the Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or the other Transaction Agreements or Transferred Affiliate Arrangements or any other documentContracts (as defined therein) contemplated thereby, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under any of this Agreement or any the other document, agreement Transaction Agreements or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement Transferred Affiliate Arrangements or any other document agreement or instrument entered into pursuant Contract contemplated thereby, in each case subject to this Agreement for claims brought against the Parties by third Persons terms thereof, or any Indemnified Party), and the foregoing release will not affect any Party's Person’s right to enforce this Agreement or any the other document agreement Transaction Agreements, Transferred Affiliate Arrangements or instrument entered into pursuant to this Agreement the Contracts contemplated thereby in accordance with their respective terms terms, or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided6.2. Each Party agrees, that the Parties agree for itself and each member of its Group, not to bring suit make any claim or permit demand or commence any of their Subsidiaries to bring suit action or assert any claim against any member of the other Party, its Subsidiaries or Affiliates ’s Group with respect to any Liability the Liabilities released pursuant to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR6.2." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Time of Distribution and except as otherwise specifically set forth in this Agreementthe Transaction Agreements, each of SellerConexant, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)the Conexant Subsidiaries, on the one hand, shalland Washington, on behalf of itself and Seller shall cause Maquiladoraeach of the Washington Subsidiaries, on the other hand, to, release hereby releases and forever discharge discharges the other Party party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingTime of Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement the Transaction Agreements or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement of the Transaction Agreements (including any Liability that the Parties parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Transaction Agreement for claims brought against the Parties parties by third Persons or any Indemnified PartyIndemnitee), and the foregoing release will not affect any Partyparty's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement the Transaction Agreements in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 4.01 (provided, that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates member of the other Group with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates member of the other Group would be released with respect to such Liability by this Section 5.6 4.01 but for this clause (ii)). Each of Seller Conexant and Purchaser Washington acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of SellerConexant, on behalf of itself and Seller's the Conexant Subsidiaries, and PurchaserWashington, on behalf of itself and Maquiladorathe Washington Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Distribution Date and except as otherwise specifically set forth in this Agreementthe other Transaction Agreements or on Schedule 5.2, each of SellerVerizon, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)the Verizon Subsidiaries, on the one hand, shalland Spinco, on behalf of itself and Seller shall cause Maquiladoraeach of the Spinco Subsidiaries, on the other hand, to, release hereby releases and forever discharge discharges the other Party party and its Subsidiaries, and its and their respective officers, directors, managers or other persons acting in a similar capacity, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which exist or arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingDistribution Date whether or not known on the Distribution Date, including in connection with the transactions and all other activities to implement the Contribution and the Distribution; provided, however, that the foregoing general release shall not apply to (i) any obligations to pay for goods or services provided prior to the Distribution Date, (ii) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement the other Transaction Agreements or the Commercial Agreements or any other documentcontracts contemplated thereby, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement any of the other Transaction Agreements or the Commercial Agreements or any other document, agreement or instrument entered into pursuant to this Agreement contract contemplated thereby (including any Liability that the Parties parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement any of the other Transaction Agreements or the Commercial Agreements or any other document agreement or instrument entered into pursuant to this Agreement contract contemplated thereby for claims brought against the Parties by third Persons or any Indemnified PartyIndemnitee), and the foregoing release will not affect any Party's ’s right to enforce this Agreement the other Transaction Agreements or any other document agreement the Commercial Agreements or instrument entered into pursuant to this Agreement the contracts contemplated thereby in accordance with their respective terms or (iiiii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 5.2 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates such Person with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates Person would be released with respect to such Liability by this Section 5.6 5.2 but for this clause (ii)). Each of Seller Spinco and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542Verizon agrees, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of for itself and Seller's Subsidiarieseach member of its Group, and Purchaser, on behalf not to make any claim or demand or commence any action or assert any claim against any member of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code the other Party’s Group with respect to the Liabilities released pursuant to this Section 1542, as well as any other statutes or common law principles of similar effect5.2.

Mutual Release. Effective as of (a) From and after the Closing Reorganization Time and except as otherwise specifically set forth in this Agreement or the Arrangement Agreement, each of Seller, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)Subco, on the one hand, shall, and Seller shall cause MaquiladoraEnCana, on the other handhand (on its own behalf and on behalf of its respective Affiliates, tosuccessors and permitted assigns), release releases and forever discharge discharges the other Party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors Affiliates and Representatives (in each casecollectively, in their respective capacities as suchthe “Released Parties”) and their respective heirs, executors, administrators, successors and assigns, of and from all debtsLiabilities (including claims for indirect, demandsconsequential, actions, causes of action, suits, accounts, covenants, contracts, agreements, exemplary and punitive damages, claims and Liabilities whatsoever of every name and nature), both in law and in equity, which the releasing party Party has or ever had or ever will havehad, which arise out of or relate to to, in whole or in part, both: (i) the business, Assets, Liabilities and operations of the other Party and its Affiliates and Representatives; and (ii) events, circumstances or actions taken by such other party actions, whether known or unknown, occurring or failing to occur occur, or any conditions existing at existing, on or prior to the Closing; providedReorganization Time. (b) Notwithstanding Section 7.2(a), however, that the foregoing general release contained in Section 7.2(a) shall not apply to to: (i) any Liabilities or other obligations (including Liabilities with respect Party’s rights to payment, reimbursement, indemnification or contribution) under enforce this Agreement or the Arrangement Agreement or any other document, agreement or instrument entered into of the instruments delivered pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or Arrangement Agreement; (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 Released Party (provided, provided that the Parties agree not to bring suit or permit any of their Subsidiaries Affiliates to bring suit against any Party, its Subsidiaries or Affiliates Released Party with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates Released Party would be released with respect to such Liability by this Section 5.6 7.2 but for this clause (ii)). Each of Seller and Purchaser acknowledges ; (iii) any Liability that it has been advised the Parties may have with respect to indemnification, contribution or reimbursement pursuant to this Agreement or the Arrangement Agreement; (iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the Parties by its legal counsel and is familiar with third Persons, which Liability shall be governed by the provisions of California Civil Code Article VIII and, if applicable, the appropriate provisions of the Arrangement Agreement; (v) the Executory Contracts; (vi) the Subco Note and Subco Note #2; or (vii) the Cenovus Liabilities which Subco has agreed to assume pursuant to Section 15422.3(b)(iii) or the EnCana Liabilities. (c) The Parties hereto acknowledge that the foregoing general release shall not apply to any Liabilities assigned by the Parties to third parties prior to the Reorganization Time. Nothing in this Agreement shall impair any of the rights of any directors or officers of EnCana or Subco, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEor any of their respective Affiliates, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORto seek indemnification under any certificate of incorporation or by-laws of EnCana or any of its predecessors or Affiliates, or under any indemnification agreements, arising out of or relating to actions or inactions of such directors or officers prior to the Reorganization Time." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of upon the Closing and except as otherwise specifically set forth in this AgreementClosing, each of SellerParty, for and on behalf of itself and its Affiliates and each of Seller's their respective Representatives, hereby fully, irrevocably and forever waives, releases and discharges each other Party its respective Affiliates and their respective Representatives from and against any and all claims, damages, penalties, fines, liabilities, deficiencies, losses, costs, interest, judgments, expenses and fees, including court costs and attorneys’ fees and expenses, in each case, actually incurred or paid, as applicable, that the Party, its Affiliates and their respective Representatives now has, or at any time previously had, or shall or may have in the future, in each case relating to or arising from the conduct and affairs of the Company and the MUI Subsidiaries and their respective direct and indirect equityholders in connection therewith prior to the Closing (other than Maquiladoraincluding in relation to the ownership of the Interests prior to the Closing), or as a current or former director, officer, manager, equity holder, employee or agent of the Company or any of the MUI Subsidiaries, whether arising from or in connection with the Transactions contemplated hereby or any agreement or understanding (in effect on or prior to the one handClosing), shallat law or in equity, and Seller the Party shall cause Maquiladora, on the other hand, to, release not (and forever discharge the other Party and shall ensure that its Subsidiaries, Affiliates and its and their respective officersRepresentatives shall not) seek to recover any amounts in connection therewith or thereunder from the other Party, directors, agents, record and beneficial security holders (including trustees and beneficiaries its Affiliates or any of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingRepresentatives; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release applicable rights of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Affiliates and their respective Representatives arising (a) under this Agreement, (b) prior to the Closing for accrued salary, accrued benefits and other compensation, (c) under the organizational documents of the Company or any of the MUI Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this provided in Section 5.6 but 6.6 or (d) under any customary indemnification or similar agreement providing for this clause (ii)). Each the indemnification of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORRepresentatives." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Time of Distribution and except as otherwise specifically set forth in this Agreementthe Transaction Agreements, each of SellerRockwell, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)the Rockwell Subsidiaries, Rockwell Collins, on behalf of itself and the one hand, shallRockwell Collins Subsidiaries, and Seller shall cause MaquiladoraRockwell Science Center, on behalf of itself and the other handRockwell Science Center Subsidiaries, to, release hereby releases and forever discharge the discharges each other Party party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingTime of Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement the Transaction Agreements or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement of the Transaction Agreements (including any Liability that the Parties parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Transaction Agreement for claims brought against the Parties parties by third Persons or any Indemnified Party), Persons) and the foregoing release will not affect any Partyparty's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement the Transaction Agreements in accordance with their respective terms terms, (ii) any Liability arising from or relating to any agreement, arrangement, commitment or undertaking described in Section 3.04(b)(ii) (including Ordinary Course Intercompany Arrangements), or (iiiii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 4.01 (provided, that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates member of any other Group with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates member of the other Group would be released with respect to such Liability by this Section 5.6 4.01 but for this clause (iiiii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of (a) If and only if the Closing occurs, Parent and except as otherwise specifically set forth in this AgreementSeller, each of Sellerfor itself, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora), on the one hand, shall, and Seller shall cause Maquiladora, on the other hand, to, release and forever discharge the other Party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administratorspersonal representatives, successors and assignsassigns (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges the Company, each of its Subsidiaries, and each of their respective predecessors, successors, direct or indirect subsidiaries and past and present stockholders (other than Buyer), members, managers, directors, officers, employees, agents, and other representatives (collectively, the “Released Parties”) from any and all debtsactions, suits, claims, demands, actionsdebts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the Seller Releasors can, shall or may have against the Released Parties, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Seller Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Seller Released Claim. Notwithstanding the preceding sentence of this Section 5.3(a), “Seller Released Claims” does not include, and the provisions of this Section 5.3(a) shall not release or otherwise diminish, the obligations of any Party set forth in or arising under any provisions of this Agreement or the Ancillary Agreements. (b) If and only if the Closing occurs, Buyer, for itself and its heirs, personal representatives, successors and assigns (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Released Parties (other than Parent and Seller) from any and all actions, suits, accountsclaims, covenantsdemands, contractsdebts, agreements, damagesobligations, claims promises, judgments, or liabilities of any kind whatsoever in law or equity and Liabilities whatsoever causes of action of every name kind and nature, both in law or otherwise (including, claims for damages, costs, expense, and in equityattorneys’, brokers’ and accountants fees and expenses) arising out of or related to events, facts, conditions or circumstances existing or arising prior to the Closing Date, which the releasing party has Buyer Releasors can, shall or ever had may have against the Released Parties, whether known or ever will haveunknown, which arise out suspected or unsuspected, unanticipated as well as anticipated (collectively, the “Buyer Released Claims”), and hereby irrevocably agree to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or relate to eventsbefore any tribunal, circumstances or actions taken by such other party occurring or failing to occur or against any conditions existing at or prior to Released Party based upon any Buyer Released Claim. Notwithstanding the Closing; providedpreceding sentence of this Section 5.3(b), however“Buyer Released Claims” does not include, that and the foregoing general release provisions of this Section 5.3(b) shall not apply to (i) release or otherwise diminish, the obligations of any Liabilities Party set forth in or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) arising under any provisions of this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORAncillary Agreements." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Time of Distribution and except as otherwise specifically set forth in this Agreementthe Separation Agreements and Financing Agreements, each of SellerConexant, on behalf of itself and each other member of Seller's Subsidiaries (other than Maquiladora)the Conexant Group, on the one hand, shalland Mindspeed, on behalf of itself and Seller shall cause Maquiladoraeach other member of the Mindspeed Group, on the other hand, to, release hereby releases and forever discharge discharges the other Party party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingTime of Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement the Separation Agreements or any other document, agreement or instrument entered into pursuant to this Agreement Financing Agreements or assumed, transferred, assigned, allocated or arising under this Agreement any of the Separation Agreements or any other document, agreement or instrument entered into pursuant to this Agreement Financing Agreements (including any Liability that the Parties parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this any Separation Agreement or any other document agreement or instrument entered into pursuant to this Financing Agreement for claims brought against the Parties parties by third Persons or any Indemnified PartyIndemnitee), and the foregoing release will not affect any Partyparty's right to enforce this Agreement the Separation Agreements or any other document agreement or instrument entered into pursuant to this Agreement Financing Agreements in accordance with their respective terms or (ii) any Liability arising from or relating to any agreement, arrangement, commitment or undertaking described in Section 2.03(b)(ii), or (iii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 4.01 (provided, that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates member of the other Group with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates member of the other Group would be released with respect to such Liability by this Section 5.6 4.01 but for this clause (iiiii)). Each of Seller Conexant and Purchaser Mindspeed acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of SellerConexant, on behalf of itself and Seller's each of the Conexant Subsidiaries, and PurchaserMindspeed, on behalf of itself and Maquiladoraeach of the Mindspeed Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Effective Time and except as otherwise specifically set forth in this Agreementthe Transaction Agreements, each of SellerIP, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)the IP Subsidiaries, on the one hand, shalland Spinco, on behalf of itself and Seller shall cause Maquiladoraeach of the Spinco Subsidiaries, on the other hand, to, release hereby releases and forever discharge discharges the other Party and its Subsidiaries, and its and their respective officers, directors, managers or other persons acting in a similar capacity, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debtsdebts (including intercompany cash balances and accounts and notes payable), demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which exist or arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingEffective Time whether or not known at the Effective Time; provided, however, provided that the foregoing general release shall not apply to (i) any Liabilities Liabilities, Losses or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or the other Transaction Agreements or any other documentContracts contemplated hereby or thereby (including the Liabilities, agreement or instrument entered into pursuant to this Agreement Losses, obligations and Contracts contemplated by Section 7.1), or assumed, transferred, assigned, allocated or arising under any of this Agreement or any the other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement Transaction Agreements or any other document agreement or instrument entered into pursuant Contract contemplated thereby, in each case subject to this Agreement for claims brought against the Parties by third Persons terms thereof, or any Indemnified Party), and the foregoing release will not affect any Party's Person’s right to enforce this Agreement or any the other document agreement Transaction Agreements or instrument entered into pursuant to this Agreement the Contracts contemplated thereby in accordance with their respective terms terms. Each Party agrees, for itself and each member of its Group, not to make any claim or (ii) demand or commence any Liability Litigation Matter or assert any claim or demand, including any claim of contribution or any indemnification, against any member of the release of which would result in other Party’s Group with respect to the release of any Person other than a Person Liabilities released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR6.2." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Distribution Date and except as otherwise specifically set forth in this AgreementAgreement or any of the Ancillary Agreements, each of Seller, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)UWS, on the one hand, shall, and Seller shall cause MaquiladoraNewco, on the other hand, toon its own behalf and on behalf of each of its respective Subsidiaries, release releases and forever discharge discharges the other Party and its Subsidiaries, and its and their respective officers, directors, agents, Affiliates, record and beneficial security holders (including including, without limitation, trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will havehad, which arise out of or relate to events, circumstances or actions taken by such other party party, occurring or failing to occur occur, or any conditions existing at existing, on or prior to the ClosingDistribution Date; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contributionindemnification) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that of the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), Ancillary Agreements and the foregoing release will shall not affect any Partyparty's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Ancillary Agreement in accordance with their respective its terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR2.04." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing The Partnership, Elite and except as otherwise specifically set forth in this AgreementClinicis, each of Seller, on its own behalf and on behalf of itself its respective past, present and each of Seller's Subsidiaries (other than Maquiladora)future affiliates, on the one hand, shall, and Seller shall cause Maquiladora, on the other hand, to, release and forever discharge the other Party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administratorspredecessors, successors and assigns, and any and all employees, agents, attorneys, officers, directors and holders of any class of security of any of the foregoing (each of the foregoing, as applicable, a "Releasing Party") hereby knowingly, voluntarily, irrevocably and from after being counseled by its legal representatives, fully and completely releases, waives and forever discharges the other parties and their respective past, present and future affiliates, predecessors, successors and assigns, and any and all employees, agents, attorneys, officers, directors and holders of any class of security of any of the foregoing (each of the foregoing, as applicable, a "Released Party") from, any and all direct or indirect, known or unknown and suspected or unsuspected debts, demands, actions, causes obligations or liabilities of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and any nature, both in whether absolute, accrued, contingent, liquidated or otherwise, and whether due or to become due, asserted or unasserted; claims; demands; actions; causes; contingencies; suits; damages; costs and expenses whatsoever, at law and or in equity, which in tort, contract or otherwise, including all court costs, litigation expenses and reasonable attorneys' fees (collectively, "Losses"), arising from, relating to or in connection with any of the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by Prior Agreements that such other party occurring or failing to occur Releasing Party or any conditions existing at of its affiliates, predecessors, successors or prior to assigns ever had, now have or may have against any Released Party (collectively, the Closing"Released Claims"); provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party)each such Releasing Party expressly reserves, and the foregoing release will does not affect release, any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any contractual rights it may have against a Released Party (a) under California Civil Code Section 1542this Termination Agreement; or (b) for fees and expenses earned or accrued under the Prior Agreements as of the Effective Date and listed on Exhibit A or Exhibit B attached hereto, as well as and the same shall not be included in the Released Claims. Each Releasing Party further covenants and agrees never to assert any other statutes Released Claim against any Released Party in any proceeding before any tribunal, public or common law principles private. Each Releasing Party represents that it (i) has agreed to this release knowingly and voluntarily and in the absence of similar effectany fraud, mistake, duress, coercion or undue influence; (ii) has been advised to obtain, and has had reasonable opportunity to obtain, counsel from its legal representatives prior to executing and delivering this release; and (iii) has not assigned any claims or rights in connection with the subject matter of this release.

Mutual Release. Effective as of (a) From and after the Closing Reorganization Time and except as otherwise specifically set forth in this Agreement or the Arrangement Agreement, each of Seller, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)FSV Holdco, on the one hand, shall, and Seller shall cause MaquiladoraFirstService, on the other handhand (on its own behalf and on behalf of its respective Affiliates, tosuccessors and permitted assigns), release releases and forever discharge discharges the other Party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors Affiliates and Representatives (in each casecollectively, in their respective capacities as suchthe "Released Parties") and their respective heirs, executors, administrators, successors and assigns, of and from all debtsLiabilities (including claims for indirect, demandsconsequential, actions, causes of action, suits, accounts, covenants, contracts, agreements, exemplary and punitive damages, claims and Liabilities whatsoever of every name and nature), both in law and in equity, which the releasing party Party has or ever had or ever will havehad, which arise out of or relate to to, in whole or in part, both: (i) the business, Assets, Liabilities and operations of the other Party and its Affiliates and Representatives; and (ii) events, circumstances or actions taken by such other party actions, whether known or unknown, occurring or failing to occur occur, or any conditions existing at existing, in each case, on or prior to the Closing; providedReorganization Time. (b) Notwithstanding subsection 7.2(a), however, that the foregoing general release contained in subsection 7.2(a) shall not apply to to: (i) any Liabilities or other obligations (including Liabilities with respect Party's rights to payment, reimbursement, indemnification or contribution) under enforce this Agreement or the Arrangement Agreement or any other document, agreement or instrument entered into of the instruments delivered pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or Arrangement Agreement; (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 Released Party (provided, provided that the Parties agree not to bring suit or permit any of their Subsidiaries Affiliates to bring suit against any Party, its Subsidiaries or Affiliates Released Party with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates Released Party would be released with respect to such Liability by this Section 5.6 7.2 but for this clause paragraph 7.2(b)(ii); (ii)). Each of Seller and Purchaser acknowledges iii) any Liability that it has been advised the Parties may have with respect to indemnification, contribution or reimbursement pursuant to this Agreement or the Arrangement Agreement; (iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the Parties by its legal counsel and is familiar with third Persons, which Liability shall be governed by the provisions of California Civil Code Section 1542Article 9 and, if applicable, the appropriate provisions of the Arrangement Agreement; (v) the Executory Contracts; (vi) the FSV Holdco Note; or (vii) the New FSV Liabilities which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEFSV Holdco has agreed to assume pursuant to paragraph 2.3(b)(iii) or the Colliers Liabilities. (c) The Parties hereto acknowledge that the foregoing general release shall not apply to any Liabilities assigned by the Parties to third parties prior to the Reorganization Time. Nothing in this Agreement shall impair any of the rights of any directors or officers of FirstService, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORColliers, New FSV or FSV Holdco, or any of their respective Affiliates, to seek indemnification under any certificate of incorporation or by-laws of FirstService or any of its predecessors or Affiliates, or under any indemnification agreements, arising out of or relating to actions or inactions of such directors or officers prior to the Reorganization Time." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Time of Distribution and except as otherwise specifically set forth in this Agreementthe Transaction Agreements, each of Seller, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)Crane, on the one hand, shall, and Seller shall cause Maquiladorathe Company, on the other hand, toon its own behalf and on behalf of each of its respective Subsidiaries, release hereby releases and forever discharge discharges the other Party and its Subsidiaries, and its and their respective officers, directors, agents, Affiliates, record and beneficial security holders (including including, without limitation, trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which that the releasing party has or ever had or ever will havehad, which that arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingTime of Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including including, without limitation, Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement the Transaction Agreements or assumed, transferred, assigned, allocated or arising under this Agreement or any other documentof the Transaction Agreements (including, agreement or instrument entered into pursuant to this Agreement (including without limitation, any Liability that the Parties parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Transaction Agreement for claims brought against the Parties parties by third Persons or any Indemnified Party), Persons) and the foregoing release will not affect any Partyparty's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement the Transaction Agreements in accordance with their respective terms terms, (ii) any Liability arising from or relating to any agreement, arrangement, commitment or undertaking described in Section 3.4(b)(ii) (including, without limitation, Ordinary Course Intercompany Arrangements) or (iiiii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 4.1 (provided, provided that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates Person with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates Person would be released with respect to such Liability Liabilities by this Section 5.6 4.1 but for this clause (iiiii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. (a) Effective as of the Closing, Acquiror, on behalf of itself and its Subsidiaries and its and their respective successors and assigns (each, an “Acquiror Releasing Party”), hereby unconditionally and irrevocably forever releases and discharges each Sponsor and each of its Affiliates, and any past, present or future directors, managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing Persons (each, an “Acquiror Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at Law or in equity, that such Acquiror Releasing Party ever had, now has or ever may have or claim to have against any Acquiror Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 4.11(a) shall be construed as a waiver of any rights under (i) this Sponsor Agreement, (ii) any other Transaction Agreement to which any Acquiror Releasing Party is party or (iii) with respect to any Acquiror Released Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Acquiror, on behalf of itself and except the other Acquiror Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims, and understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Acquiror Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Sponsor Agreement. Acquiror, on behalf of itself and each other Acquiror Releasing Party, acknowledges that each Sponsor will be relying on the waiver and release provided in this Section 4.11(a) in connection with entering into this Sponsor Agreement and that this Section 4.11(a) is intended for the benefit of the Acquiror Released Parties and to grant third party beneficiary rights to each Acquiror Released Party to enforce this Section 4.11(a). (b) Effective as of the Closing, each Sponsor, on behalf of itself and its Subsidiaries and its and their respective successors and assigns (each, a “Sponsor Releasing Party”), hereby unconditionally and irrevocably forever releases and discharges Acquiror and each of its Affiliates, and any past, present or future directors, managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing Persons (each, a “Sponsor Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at Law or in equity, that such Sponsor Releasing Party ever had, now has or ever may have or claim to have against any Sponsor Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise specifically related to the pre-Closing period; provided, that nothing contained in this Section 4.11(b) shall be construed as a waiver of any rights under (i) this Sponsor Agreement, (ii) any other Transaction Agreement to which such Sponsor or any of its associated Sponsor Releasing Parties is party, (iii) any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses), (iv) any Affiliate Agreement set forth in this Agreementon Schedule II, each of Selleror (v) any obligation to pay any Acquiror Expenses. Each Sponsor, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)its associated Sponsor Releasing Parties, on expressly waives all rights afforded by any statute which limits the one hand, shall, and Seller shall cause Maquiladora, on the other hand, to, effect of a release and forever discharge the other Party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the Closing; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party)unknown claims, and understands the foregoing release will not affect any Party's right to enforce significance of this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release of which would result in the release unknown claims and waiver of any Person other than statutory protection against a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Sellerrelease, on behalf of itself and Seller's Subsidiariesits associated Sponsor Releasing Parties, of unknown claims, and Purchaseracknowledges and agrees that this waiver is an essential and material term of this Sponsor Agreement. Each Sponsor, on behalf of itself and Maquiladoraeach of its associated Sponsor Releasing Parties, hereby expressly waives any acknowledges that Acquiror will be relying on the waiver and release provided in this Section 4.11(b) in connection with entering into this Sponsor Agreement and that this Section 4.11(b) is intended for the benefit of the Sponsor Released Parties and to grant third party beneficiary rights it may have under California Civil Code to each Sponsor Released Party to enforce this Section 1542, as well as any other statutes or common law principles of similar effect4.11(b).

Mutual Release. Effective as of the Closing Time of Distribution and except as otherwise specifically set forth in this Agreementthe Transaction Agreements, each of Seller, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)Rockwell, on the one hand, shall, and Seller shall cause Maquiladorathe Company, on the other hand, toon its own behalf and on behalf of each of its respective Subsidiaries, release hereby releases and forever discharge discharges the other Party and its Subsidiaries, and its and their respective officers, directors, agents, Affiliates, record and beneficial security holders (including including, without limitation, trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will havehad, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingTime of Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including including, without limitation, Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement the Transaction Agreements or assumed, transferred, assigned, allocated or arising under this Agreement or any other documentof the Transaction Agreements (including, agreement or instrument entered into pursuant to this Agreement (including without limitation, any Liability that the Parties parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Transaction Agreement for claims brought against the Parties parties by third Persons or any Indemnified Party), Persons) and the foregoing release will not affect any Partyparty's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement the Transaction Agreements in accordance with their respective terms terms, (ii) any Liability arising from or relating to any agreement, arrangement, commitment or undertaking described in Section 3.03(b)(ii) (including, without limitation, Ordinary Course Intercompany Arrangements) or (iiiii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 4.01 (provided, provided that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates Person with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates Person would 57 62 be released with respect to such Liability Liabilities by this Section 5.6 4.01 but for to this clause (iiiii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of From and after the Closing and except as otherwise specifically set forth in this AgreementRedemption Date, each of Seller, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)CarMax, on the one hand, shall, and Seller shall cause MaquiladoraCircuit City Stores, on the other hand, to, release releases and forever discharge discharges the other Party and its Subsidiaries, Subsidiaries and its and each of their respective officers, directors, agents, Affiliates, record and beneficial security holders (including including, without limitation, trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) representatives and their respective heirs, executors, administrators, successors and assignsassigns (collectively “Released Parties”), of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will havehad, which arise out of or relate to to, in whole or in part, events, circumstances or actions actions, whether known or unknown, taken by such other party occurring or failing to occur or any conditions existing at on or prior to the ClosingRedemption Date, but only to the extent any of the foregoing have been resolved in accordance with the Allocation Policies prior to the Redemption Date; provided, however, that the foregoing general release shall not apply to (ia) any Liabilities or other obligations (including Liabilities with respect CarMax Group Liabilities, any liabilities attributed to payment, reimbursement, indemnification or contribution) under this Agreement the Circuit City Group or any other document, agreement liabilities or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising obligations under this Agreement or the Ancillary Contracts; (b) any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right party’s rights to enforce this Agreement or any other document agreement or instrument entered into of the instruments delivered pursuant to this Agreement in accordance with their respective terms or Agreement; and (iic) any Liability liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 Released Party (provided, provided that the Parties parties agree not to bring suit or permit any of their Subsidiaries Affiliates to bring suit against any Party, its Subsidiaries or Affiliates Released Party with respect to any Liability liability to the extent such Party, its Subsidiaries and Affiliates Released Party would be released with respect to such Liability liability by this Section 5.6 3.1 but for this clause (iic)). Each The parties hereto acknowledge that the foregoing general release shall not apply to any liabilities or obligations assigned by the parties to third parties prior to the Redemption Date. In addition, each of Seller the parties hereto separately acknowledges, and Purchaser acknowledges shall be deemed by operation of this Section 3.1 to have acknowledged, that it has been advised by its legal counsel the foregoing mutual release was separately bargained for and a key element of the transaction of which this mutual release is familiar with a part, and expressly waives (i) the benefits of the provisions of Section 1542 of the California Civil Code Section 1542Code, which provides as follows: "that “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 RELEASEgeneral release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware which if known by him must have materially affected his settlement with the debtor” and (ii) the benefits of said Code sectionany similar, each comparable or equivalent law, statute, regulation or legal principle of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effectjurisdiction.

Mutual Release. Effective as of the Closing Time of Distribution and except as otherwise specifically set forth in this Agreementthe Transaction Agreements, each of SellerRockwell, on behalf of itself and each the Rockwell Subsidiaries, Rockwell Collxxx, xx behalf of Seller's Subsidiaries (other than Maquiladora)itself and the Rockwell Collxxx Xxxsidiaries, and Rockwell Science Center, on behalf of itself and the one handRockwell Science Center Subsidiaries, shall, and Seller shall cause Maquiladora, on the other hand, to, release hereby releases and forever discharge the discharges each other Party party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingTime of Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement the Transaction Agreements or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement of the Transaction Agreements (including any Liability that the Parties parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Transaction Agreement for claims brought against the Parties parties by third Persons or any Indemnified Party), Persons) and the foregoing release will not affect any Partyparty's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement the Transaction Agreements in accordance with their respective terms or terms, (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit arising from or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect relating to any Liability to the extent such Partyagreement, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542arrangement, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes commitment or common law principles of similar effect.undertaking described in

Mutual Release. Effective as Each Party (which for purposes of the Closing this paragraph 13 will include Cxxxxxx Xxxxxx and except as otherwise specifically set forth in this Agreement, each of SellerSxxxxxxxx X. Xxxxxxx), on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)its past and present parents, on the one handsubsidiaries, shallpredecessors, and Seller shall cause Maquiladorasuccessors, on the other hand, to, release and forever discharge the other Party and its Subsidiaries, and its and their respective officersprincipals, directors, general or limited partners, investors, stockholders, officers, employees, Affiliates, Associates, members, representatives, heirs, assigns, agents, record attorneys and beneficial security holders (including trustees insurers, irrevocably and beneficiaries unconditionally releases and forever discharges the other Parties, and each of trusts holding such securities)their past and present parents, advisors and Representatives (in each casesubsidiaries, in their respective capacities as such) and their respective predecessors, successors, principals, directors, general or limited partners, investors, stockholders, officers, employees, Affiliates, Associates, members, representatives, heirs, executors, administrators, successors and assigns, of agents, attorneys and insurers, from any and all debtsknown and unknown claims, disputes, demands, actionsdebts, liabilities, obligations, contracts, agreements, causes of action, suits, accountsattorneys’ fees or costs, covenantsof whatever nature, contractscharacter or description, that such Party may have, may have had, or may in the future obtain, arising out of or relating to any acts, omissions, agreements, damagesor events relating in any manner to Company, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior including with respect to the Closing; providedperformance of current or former directors of Company of their duties as directors (the “Released Claims”), however, that the foregoing general release shall not apply other than any claims or rights relating to (i) any Liabilities the Parties’ performance of, or other obligations (including Liabilities with respect to paymentcompliance with, reimbursementthis Agreement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) the payment of any Liability accrued but unpaid fees and expenses that have been validly incurred as of the release date of which would result this Agreement and that are not materially different in type or amount from fees and expenses incurred in the release past; and (iii) Company’s organizational documents and applicable indemnification agreements for indemnification of any Person other than a Person released pursuant to this Section 5.6 officers and directors of Company in their capacities as such (providedcollectively, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)“Excluded Claims”). Each Party represents and warrants that such Party has not assigned or transferred any interest in any such claim, dispute, demand, debt, liability, obligation, contract, agreements cause of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542action, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEsuit, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORfee or cost." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Time of Distribution and except as otherwise specifically set forth in this Agreementthe Transaction Agreements, each of Seller, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)Rockwell, on the one hand, shall, and Seller shall cause Maquiladorathe Company, on the other hand, toon its own behalf and on behalf of each of its respective Subsidiaries, release hereby releases and forever discharge discharges the other Party and its Subsidiaries, and its and their respective officers, directors, agents, Affiliates, record and beneficial security holders (including including, without limitation, trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will havehad, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingTime of Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including including, without limitation, Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement the Transaction Agreements or assumed, transferred, assigned, allocated or arising under this Agreement or any other documentof the Transaction Agreements (including, agreement or instrument entered into pursuant to this Agreement (including without limitation, any Liability that the Parties parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Transaction Agreement for claims brought against the Parties parties by third Persons or any Indemnified Party), Persons) and the foregoing release will not affect any Partyparty's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement the Transaction Agreements in accordance with their respective terms terms, (ii) any Liability arising from or relating to any agreement, arrangement, commitment or undertaking described in Section 3.03(b)(ii) (including, without limitation, Ordinary Course Intercompany Arrangements) or (iiiii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 4.01 (provided, provided that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates Person with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates Person would be released with respect to such Liability Liabilities by this Section 5.6 4.01 but for to this clause (iiiii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of (a) Subject to the Closing and except as otherwise specifically limitations set forth in this Agreementherein, each of Seller, Seller on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora), on the one hand, shallSeller Group Member will, and Seller shall cause Maquiladorahereby does, on effective as of the other hand, toClosing, release and forever discharge the other Party each Company Group Member and its Subsidiaries, and its and each of their respective officersmanagers, directors, agentsofficers, record employees, Affiliates, agents and beneficial security holders (including trustees representatives from any and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, debts, liens, sums of money, accounts, covenants, contracts, agreements, damagesjudgments, claims and Liabilities whatsoever of every name and naturedemands whatsoever, both in at law and or in equity, which the releasing party has either in contract or ever had in tort, whether known or ever will haveunknown, which arise on account of, arising out of or relate relating to events, circumstances any act or actions taken by such other party occurring omission of any kind or failing to occur character whatsoever of each Company Group Member or any conditions existing at predecessor thereof occurring prior to the Closing or any operations of any Company Group Member or any of its predecessor’s businesses prior to the Closing; provided, however, that the foregoing general release such claims shall not apply include claims arising out of, under or pursuant to (i) this Agreement, any Liabilities Ancillary Agreement, indemnification rights pursuant to the Companies’ certificate of incorporation, bylaws or other obligations governing documents, intercompany liabilities and intercompany receivables reclassified as trade payables and trade receivables, respectively, and invoiced following Closing in accordance with the Agreed Accounting Principles or, subject to Section 8.7, the Commercial Agreements. (including Liabilities b) Subject to the limitations set forth therein, Buyer on behalf of itself and each other Buyer Group Member and Company Group Member will, and hereby does, effective as of the Closing, release and forever discharge each Seller Group Member and each of their respective managers, directors, officers, employees, Affiliates, agents and representatives from any and all actions, suits, debts, liens, sums of money, accounts, judgments, claims and demands whatsoever, at law or in equity, either in contract or in tort, whether known or unknown, on account of, arising out of or relating to any act or omission of any kind or character whatsoever of any Selling Group Member or any predecessor thereof in connection with the Business occurring prior to the Closing or any operations of any Selling Group Member or any of its predecessor’s businesses with respect to paymentthe Business prior to the Closing; provided, reimbursementhowever, indemnification that such claims shall not include claims arising out of, under or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORAncillary Agreement." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing (a) Each party to this Agreement (each, a “Releasing Party”), for itself and except as otherwise specifically set forth in this Agreement, each of Seller, on behalf of itself each of its Affiliates and each of Seller's Subsidiaries its (other than Maquiladoraand its Affiliates’) directors, officers, employees, successors, assigns, agents and representatives, in each case solely in such director’s, officer’s, employee’s, successors’, assigns’, agent’s or representative’s capacity as such (collectively, such Releasing Party’s “Related Releasors”), on the one handhereby fully, shallirrevocably and unconditionally waives, releases and Seller shall cause Maquiladoradischarges each other party to this Agreement (each, on the other hand, to, release a “Released Party”) and forever discharge the other Party each Released Party’s Affiliates and each of its (and its SubsidiariesAffiliates’) directors, and its and their respective officers, directorsemployees, agentssuccessors, record assigns, agents and beneficial security holders representatives, in each case solely in such director’s, officer’s, employee’s, successors’, assigns’, agent’s or representative’s capacity as such (including trustees and beneficiaries of trusts holding such securities)other than, advisors and Representatives (in each case, any such Affiliate or Person that is an Affiliate of such Releasing Party) (collectively, such Released Party’s “Related Releasees”), from any and all Claims that such Releasing Party or any of its Related Releasors ever had, now has or hereafter can, shall or may have against such Released Party or any of its Related Releasees, from the beginning of time until the end of time, of any kind or nature whatsoever (including in their respective capacities as suchrespect of rights of contribution or indemnification) based on, relating to, arising out of, resulting from or otherwise concerning any fact, matter or cause relating to, arising out of, resulting from or otherwise concerning, directly or indirectly, Station Venture or the Operating Partnership (including under the Credit Agreement or other Loan Documents, any direct or indirect ownership interest in either of those entities or other interest in debt of either of those entities, and any agreement or understanding to which either of those entities is party, but excluding any ordinary course commercial arrangements unrelated to the Credit Agreement or other Loan Documents, including vehicle leases and gas cards) and their respective heirsthat had existed or was in existence as of the moment immediately preceding the completion of all Closing Actions (including the Shortfall Funding Agreements and the Shortfall Fundings and any related arrangements) (collectively, executorsthe “Released Obligations”). Notwithstanding the foregoing, administratorsnothing in this Section 5.04(a) shall operate as, successors and assignsor be deemed or construed to be, a waiver, release or discharge in respect of and from all debtsany Claim, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at rights, liabilities or prior to the Closing; provided, however, that the foregoing general release shall not apply to obligations arising under: (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or Agreement; (ii) any Liability other Transaction Document; (iii) any agreement entered into on or after the release date of which would result this Agreement; or (iv) any agreement or matter listed on Schedule 5.04. (b) Without limiting the generality of Section 5.04(a), upon this Agreement becoming effective, LIN-Texas shall be deemed to have withdrawn from Station Venture and shall cease to be a “Member” (as defined in the release LLC Agreement) of Station Venture and the NBCU Parties hereby waive any Person notice required or other than a Person released pursuant to this Section 5.6 (provided, that requirements under the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released LLC Agreement with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORwithdrawal." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. (a) Effective as of the Closing, Pubco, on behalf of itself and its Subsidiaries and its and their respective successors and assigns (each, an “Pubco Releasing Party”), hereby unconditionally and irrevocably forever releases and discharges each Sponsor and each of its Affiliates, and any past, present or future directors, managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing Persons (each, an “Pubco Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at Law or in equity, that such Pubco Releasing Party ever had, now has or ever may have or claim to have against any Pubco Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing and except period; provided, that nothing contained in this Section 3.12(a) shall be construed as otherwise specifically set forth in a waiver of any rights under (i) this Agreement, (ii) any other Ancillary Agreements to which any Pubco Releasing Party is party or (iii) with respect to any Pubco Released Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Pubco, on behalf of itself and the other Pubco Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims, and understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Pubco Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Pubco, on behalf of itself and each other Pubco Releasing Party, acknowledges that each Sponsor will be relying on the waiver and release provided in this Section 3.12(a) in connection with entering into this Agreement and that this Section 3.12(a) is intended for the benefit of the Pubco Released Parties and to grant third party beneficiary rights to each Pubco Released Party to enforce this Section 3.12(a). (b) Effective as of the Closing, each Sponsor, on behalf of itself and its Affiliates and its and their respective successors and assigns (each, a “Sponsor Releasing Party”), hereby unconditionally and irrevocably forever releases and discharges Pubco and each of Sellerits Affiliates, and any past, present or future directors, managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing Persons (each, a “Sponsor Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at Law or in equity, that such Sponsor Releasing Party ever had, now has or ever may have or claim to have against any Sponsor Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 3.12(b) shall be construed as a waiver of any rights under (i) this Agreement, (ii) any other Ancillary Agreements to which any Sponsor Releasing Party is party or (iii) with respect to any Sponsor Releasing Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Each Sponsor, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)its associated Sponsor Releasing Parties, on expressly waives all rights afforded by any statute which limits the one hand, shall, and Seller shall cause Maquiladora, on the other hand, to, effect of a release and forever discharge the other Party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the Closing; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party)unknown claims, and understands the foregoing release will not affect any Party's right to enforce significance of this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release of which would result in the release unknown claims and waiver of any Person other than statutory protection against a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Sellerrelease, on behalf of itself and Seller's Subsidiariesits associated Sponsor Releasing Parties, of unknown claims, and Purchaseracknowledges and agrees that this waiver is an essential and material term of this Agreement. Each Sponsor, on behalf of itself and Maquiladoraeach of its associated Sponsor Releasing Parties, hereby expressly waives any acknowledges that Acquiror will be relying on the waiver and release provided in this Section 3.12(b) in connection with entering into this Agreement and that this Section 3.12(b) is intended for the benefit of the Sponsor Released Parties and to grant third party beneficiary rights it may have under California Civil Code to each Sponsor Released Party to enforce this Section 1542, 3.12(b). (c) The Company acknowledges and agrees that the foregoing provisions of this Section 3.12 were specifically requested by the Company as well as any other statutes or common law principles of similar effecta material inducement to its willingness to enter into the Transaction Agreement.

Mutual Release. Effective as of the Closing Time of Distribution and except as otherwise 51 56 specifically set forth in this Agreementthe Transaction Agreements, each of Seller, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)Rockwell, on the one hand, shall, and Seller shall cause MaquiladoraAutomotive, on the other hand, toon its own behalf and on behalf of each of its respective Subsidiaries, release hereby releases and forever discharge discharges the other Party and its Subsidiaries, and its and their respective officers, directors, agents, Affiliates, record and beneficial security holders (including including, without limitation, trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will havehad, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingTime of Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement the Transaction Agreements or assumed, transferred, assigned, allocated or arising under this Agreement or any other documentof the Transaction Agreements (including, agreement or instrument entered into pursuant to this Agreement (including without limitation, any Liability that the Parties parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Transaction Agreement for claims brought against the Parties parties by third Persons or any Indemnified Party), Persons) and the foregoing release will not affect any Partyparty's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement the Transaction Agreements in accordance with their respective terms terms, (ii) any Liability arising from or relating to any agreement, arrangement, commitment or undertaking described in Section 3.03(b)(ii) (including, without limitation, Ordinary Course Intercompany Arrangements) or (iiiii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 4.01 (provided, provided that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates Person with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates Person would be released with respect to such Liability Liabilities by this Section 5.6 4.01 but for the proviso to this clause (iiiii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. (a) Effective as of the Closing Closing, and except as otherwise specifically set forth in without limiting the rights of Buyer or the Companies and the Subsidiaries under this Agreement, any Transaction Agreement, the Continuing Intercompany Arrangements or any other agreements among the Parties or their Affiliates specifically referencing this Agreement, Buyer and the Companies and the Subsidiaries, on each of Seller, its own behalf and on behalf of itself and each of Seller's its Subsidiaries (other than Maquiladora), on the one hand, shall, and Seller shall cause Maquiladora, on the other hand, to, release and forever discharge the other Party and its Subsidiaries, and its Affiliates and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, hereby unconditionally and irrevocably, waive any and all rights, defenses, claims (other than claims of and from all debts, demands, actions, fraud) or causes of actionaction (including rights of contributions) known and unknown, suitsforeseen and unforeseen, accountsarising prior to or on the Closing that each of Buyer and the Companies and/or the Subsidiaries have or may in the future have against Seller, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur its Affiliates or any conditions existing at of its or prior its Affiliates’ respective directors, officers, employees or equityholders, in each case arising out of, resulting from or relating to the Business and any liability or Damages relating thereto. (b) Effective as of the Closing; provided, however, that and without limiting the foregoing general release shall not apply to (i) any Liabilities rights of Seller or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) its Affiliates under this Agreement Agreement, any Transaction Agreement, the Continuing Intercompany Arrangements or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that agreements among the Parties may have with respect to paymentor their Affiliates specifically referencing this Agreement, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on its own behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself its Affiliates and Maquiladoratheir respective successors and assigns, hereby expressly unconditionally and irrevocably, waives any and all rights, defenses, claims (other than claims of fraud) or causes of action (including rights it of contributions) known and unknown, foreseen and unforeseen, arising prior to or on the Closing that they (or any of its respective successors or assigns) have or may in the future have under California Civil Code Section 1542against Buyer, as well as its Affiliates (including, following the Closing, the Companies and/or the Subsidiaries) or any other statutes of its or common law principles of similar effectits Affiliates’ respective directors, officers, employees or equityholders, in each case arising out of, resulting from or relating the Business and any liability or Damages relating thereto.

Mutual Release. (a) Effective as of the Closing and except for claims for Fraud or as otherwise specifically expressly set forth in this Agreement (including Section 7.2, Section 7.3, Article X and Section 5.13(b)) or in the Separation Agreement or the Services Agreement, each of SellerSupervalu, on behalf of itself and each of Seller's its respective Subsidiaries (other than Maquiladora)and each of their respective successors and assigns, on the one hand, shalland Purchaser, on behalf of itself and each of its Subsidiaries, including the Save-A-Lot Entities, and Seller shall cause Maquiladoraeach of their respective successors and assigns, on the other hand, tohereby irrevocably, release unconditionally and completely waives and releases and forever discharge the other Party discharges (i) Supervalu and its Subsidiaries, and its Affiliates and their respective officerssuccessors and assigns (in the case of Purchaser), (ii) Purchaser and its Affiliates and their respective successors and assigns (in the case of Supervalu) and (iii) all Persons who at any time prior to the Closing have been stockholders, directors, agentsofficers, record and beneficial security holders (including trustees and beneficiaries agents or employees of trusts holding such securities), advisors and Representatives the other or any of the other’s Affiliates (in each case, in their respective capacities as such) ), and their respective heirs, executors, administrators, successors and assignsassigns (such released Persons, of and the “Releasees”), in each case from all debtsIndebtedness, demands, actionsActions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims Losses and other Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise arising out of or relate related to events, circumstances or actions taken by such other party Party or its respective Subsidiaries (including, in the case of Supervalu, the Save-A-Lot Entities) occurring or failing to occur or any conditions existing occur, in each case, at or prior to the Closing; providedClosing Date. Neither Party hereto shall make, however, that the foregoing general release and each Party hereto shall not apply permit any of its Subsidiaries or their respective representatives to (i) make, any Liabilities claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any of the other obligations (including Liabilities Party’s Affiliates or any of other Party’s Releasees with respect to paymentany Liabilities released pursuant to this Section 5.13. Except as set forth herein, reimbursementfrom and after the Closing Date, no member of the Supervalu Group shall have any right of contribution or indemnification or contribution) against any of the Save-A-Lot Entities for any amounts paid to any Purchaser Indemnified Party as a result of any claim for indemnification under this Agreement or any claim arising from or relating to a breach by Supervalu or any of the Save-A-Lot Entities or their respective Subsidiaries of any representations, warranties, covenants or other document, agreement or instrument entered into pursuant to agreements contained in this Agreement or in the Services Agreement. (b) Notwithstanding the foregoing, Section 5.13(a) shall not constitute a release from, waiver of, or otherwise apply to the terms of this Agreement, the Separation Agreement or the Services Agreement or any Liability or Contract expressly contemplated by this Agreement or the Services Agreement to be in effect between Supervalu and Purchaser (or their respective Affiliates) after the Closing, or any enforcement thereof. Without limiting the generality of the foregoing, nothing contained in this Section 5.13(b) shall waive, release or otherwise discharge any Person from any Liability (i) retained, assumed, transferred, assignedassigned or allocated to Supervalu, allocated on the one hand, or arising under Purchaser or the Save-A-Lot Entities, on the other hand, in accordance with this Agreement or any other documentthe Services Agreement, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii5.13(a)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Distribution Date and except as otherwise specifically set forth in this Agreementthe Transaction Agreements, each of SellerVerizon, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)the Verizon Subsidiaries, on the one hand, shalland Spinco, on behalf of itself and Seller shall cause Maquiladoraeach of the Spinco Subsidiaries, on the other hand, to, release hereby releases and forever discharge discharges the other Party party and its Subsidiaries, and its and their respective officers, directors, managers or other persons acting in a similar capacity, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which exist or arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingDistribution Date whether or not known on the Distribution Date, including in connection with the transactions and all other activities to implement the Contribution and the Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under the Merger Agreement, this Agreement or the other Transaction Agreements or any other documentContracts (as defined therein) contemplated thereby, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under any of the Merger Agreement, this Agreement or the other Transaction Agreements or any other document, agreement or instrument entered into pursuant Contract contemplated thereby in each case subject to this Agreement the terms thereof (including any Liability that the Parties parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to the Merger Agreement, this Agreement or any other document agreement or instrument entered into pursuant to this Transaction Agreement for claims brought against the Parties by third Persons or any Indemnified PartyContract contemplated thereby), and the foregoing release will not affect any Partyparty's right to enforce the Merger Agreement, this Agreement or any the other document agreement Transaction Agreements or instrument entered into pursuant to this Agreement the Contracts contemplated thereby in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 7.2 (provided, that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates such Person with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates Person would be released with respect to such Liability by this Section 5.6 7.2 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542party to this Agreement agrees, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of for itself and Sellereach member of its Group, not to make any claim or demand or commence any action or assert any claim against any member of the other Party's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Group with respect to the Liabilities released pursuant to this Section 1542, as well as any other statutes or common law principles of similar effect7.2.

Mutual Release. (a) Effective as of the Closing and except as otherwise specifically expressly set forth in this AgreementAgreement (including Section 5.13(b)) or in any of the Ancillary Agreements, each of Seller, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)its respective Affiliates and each of their respective successors and assigns, on the one hand, shalland Purchaser, on behalf of itself and each of its Affiliates (which for all purposes of this Section 5.13 shall be deemed to include the Transferred Entities), and Seller shall cause Maquiladoraeach of their respective successors and assigns, on the other hand, tohereby irrevocably, release unconditionally and completely waives and releases and forever discharge discharges Purchaser (in the other Party case of Seller) and its SubsidiariesSeller (in the case of Purchaser) and each of their respective Affiliates, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries each of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assignsassigns (such released Persons, the “Releases”), of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise arising out of or relate related to events, circumstances or actions taken by such other party occurring or failing to occur occur, in each case, in connection with the Business or any conditions existing at or of the Transferred Entities prior to the Closing; provided. Neither party hereto shall make, however, that the foregoing general release and each party hereto shall not apply permit any of its Affiliates or their respective representatives to (i) make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any of the other party’s Affiliates or any of other party’s Releases with respect to any Liabilities or other obligations matters released pursuant to this Section 5.13. (including Liabilities with respect b) Notwithstanding the foregoing, Section 5.13(a) shall not constitute a release from, waiver of, or otherwise apply to payment, reimbursement, indemnification or contribution) under the terms of this Agreement or any other document, agreement Ancillary Agreement or instrument entered into pursuant to any Liability or Contract expressly contemplated by this Agreement or any Ancillary Agreement to be in effect after the Closing, or any enforcement thereof. Without limiting the generality of the foregoing, nothing contained in this Section 5.13 shall waive, release or otherwise discharge any Person from any Liability (i) retained, assumed, transferred, assignedassigned or allocated to Seller, allocated on the one hand, or arising under Purchaser or the Transferred Entities, on the other hand, in accordance with this Agreement or any other documentAncillary Agreement, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released Release pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii5.13(a)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Time of Distribution and except as otherwise specifically set forth in this Agreement or the Transaction Documents, the Merger Agreement or the Indemnification Agreement, each of Seller, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)the Company, on the one hand, shall, and Seller shall cause MaquiladoraHoldings, on the other hand, to, release releases and forever discharge discharges the other Party and its Subsidiariesaffiliates, and its and their respective directors, officers, directors, agents, record employees and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, agents of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities any and all claims, demands and liabilities whatsoever of every name and nature, both in law and in equity, against such other party or any of its assigns, which the releasing party has or ever had or ever will havehad, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingTime of Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to paymentthis Agreement, reimbursementthe Transaction Documents, indemnification or contribution) under this the Merger Agreement or any other document, agreement or instrument entered into pursuant to this the Indemnification Agreement or assumed, transferred, assigned, allocated the transactions contemplated hereby or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), thereby and the foregoing release will shall not affect any Partyeither party's right to enforce this Agreement or the Transaction Documents, the Merger Agreement, the Indemnification Agreement or any other document agreement contemplated hereby or instrument entered into pursuant to this Agreement thereby in accordance with their respective terms its terms. Each party understands and agrees that, except as otherwise specifically provided herein or (ii) any Liability the release of which would result in the release of any Person Transaction Documents, the Merger Agreement or the Indemnification Agreement, neither the other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit party nor any of their Subsidiaries to bring suit against any Party, its Subsidiaries is, in this Agreement or Affiliates with respect any other agreement or document, representing or warranting to such party in any way as to the assets, business or Liabilities transferred or assumed as contemplated hereby or thereby or as to any Liability to consents or approvals required in connection with the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability consummation of the transactions contemplated by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with Agreement, the provisions of California Civil Code Section 1542Transaction Documents, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORthe Merger Agreement or the Indemnification Agreement." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective As of the Payment Date (and regardless of whether or not the Final Payment Date occurs) and again as of the Closing and except as otherwise specifically set forth in this AgreementFinal Payment Date, each Party, individually and on behalf of Sellersuch Party’s affiliates and on behalf of the directors, officers, agents, employees, partners, members, shareholders, attorneys, legal representatives, subsidiaries, successors and assigns of such Party and each of its affiliates, and expressly including, in the case of Alcatel, on behalf of itself the Customer, its shareholders and affiliates, and any other suppliers or subcontractors under the Prime Contract (collectively, the “Releasing Parties”), releases and agrees to indemnify and hold harmless the other Party and such other Party’s affiliates and the directors, officers, agents, employees, partners, members, shareholders, attorneys, legal representatives, subsidiaries, successors and assigns of such other Party and each of Seller's Subsidiaries its affiliates (collectively, the “Released Parties”) from and against any and all claims, demands, rights, actions or causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, (collectively, “Claims”) that any of the Releasing Parties may have against any Released Party whether arising prior to, on or after the applicable date as of which this mutual release is being given, whether individual, class, derivative, statutory, representative, legal, equitable or any other than Maquiladoratype or in any other capacity, in each case resulting from, in connection with or arising from the execution, delivery, performance or non-performance of the Supply Agreement, any agreement or document executed in connection therewith or related thereto, including, without limitation, the Tender, Avici’s responses to the Tender, the MoU, and the Prime Contract, any discussions in connection therewith or related thereto or the business relationship between the Parties (the “Released Claims”), excluding only from the scope of this mutual release that is given as of the Payment Date, but not excluded from the scope of this mutual release that is given as of the Final Payment Date, claims for specific performance of this Agreement and excluding in all cases from the scope of this mutual release Claims under section 4 or 5. For the avoidance of doubt, from and after the Payment Date, the only rights and obligations that shall exist between any of the Releasing Parties, on the one hand, shall, and Seller shall cause Maquiladoraany of the Released Parties, on the other hand, to, release are the rights and forever discharge obligations between the other Party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the Closing; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) Parties expressly provided under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code sectionAgreement, each of Seller, Party expressly releasing and waiving all others on behalf of itself and Seller's Subsidiariesits other Releasing Parties. On the Final Payment Date, each Party shall be deemed to have reaffirmed the foregoing mutual release, as of the Final Payment Date, but without the exclusion from the Released Claims of Claims resulting from, in connection with or arising from the rights and obligations under this Agreement (other than Claims under Section 4 or 5 which shall survive the Final Payment Date), and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have all such previously excluded Claims (other than Claims under California Civil Code Section 1542, as well as any other statutes 4 or common law principles of similar effect5) shall thereafter be included in the Released Claims.

Mutual Release. (a) Effective as of the Closing, Acquiror, on behalf of itself and its Subsidiaries and its and their respective successors and assigns (each, an “Acquiror Releasing Party”), hereby unconditionally and irrevocably forever releases and discharges each Sponsor and each of its Affiliates, and any past, present or future directors, managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing Persons (each, an “Acquiror Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at Law or in equity, that such Acquiror Releasing Party ever had, now has or ever may have or claim to have against any Acquiror Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing and except period; provided, that nothing contained in this Section 3.11(a) shall be construed as otherwise specifically set forth in a waiver of any rights under (i) this Agreement, (ii) any other Transaction Agreement to which any Acquiror Releasing Party is party or (iii) with respect to any Acquiror Released Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Acquiror, on behalf of itself and the other Acquiror Releasing Parties, expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims, and understands the significance of this release of unknown claims and waiver of statutory protection against a release, on behalf of itself and the other Acquiror Releasing Parties, of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. Acquiror, on behalf of itself and each other Acquiror Releasing Party, acknowledges that each Sponsor will be relying on the waiver and release provided in this Section 3.11(a) in connection with entering into this Agreement and that this Section 3.11(a) is intended for the benefit of the Acquiror Released Parties and to grant third party beneficiary rights to each Acquiror Released Party to enforce this Section 3.11(a). (b) Effective as of the Closing, each Sponsor, on behalf of itself and its Affiliates and its and their respective successors and assigns (each, a “Sponsor Releasing Party”), hereby unconditionally and irrevocably forever releases and discharges Acquiror and each of Sellerits Affiliates, and any past, present or future directors, managers, officers, employees, Representatives, agents, lenders, investors, partners, principals, members, managers, direct or indirect shareholders or equityholders of any of the foregoing Persons, and the respective successors and assigns of the foregoing Persons (each, a “Sponsor Released Party”), of and from, and hereby unconditionally and irrevocably waives, releases and discharges any and all proceedings, covenants, claims, liabilities, suits, judgments, accounts, actions and causes of action of any kind or character whatsoever, known or unknown, suspected or unsuspected, in Contract, direct or indirect, primary or secondary, at Law or in equity, that such Sponsor Releasing Party ever had, now has or ever may have or claim to have against any Sponsor Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing arising at or prior to the Closing, or otherwise related to the pre-Closing period; provided, that nothing contained in this Section 3.11(b) shall be construed as a waiver of any rights under (i) this Agreement, (ii) any other Transaction Agreement to which such Sponsor or any of its associated Sponsor Releasing Parties is party or (iii) with respect to any Sponsor Releasing Party who is a natural person, any indemnification, employment or other similar arrangements (including any such arrangement providing for exculpation or advancement of expenses). Each Sponsor, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)its associated Sponsor Releasing Parties, on expressly waives all rights afforded by any statute which limits the one hand, shall, and Seller shall cause Maquiladora, on the other hand, to, effect of a release and forever discharge the other Party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the Closing; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party)unknown claims, and understands the foregoing release will not affect any Party's right to enforce significance of this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release of which would result in the release unknown claims and waiver of any Person other than statutory protection against a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Sellerrelease, on behalf of itself and Seller's Subsidiariesits associated Sponsor Releasing Parties, of unknown claims, and Purchaseracknowledges and agrees that this waiver is an essential and material term of this Agreement. Each Sponsor, on behalf of itself and Maquiladoraeach of its associated Sponsor Releasing Parties, hereby expressly waives any acknowledges that Acquiror will be relying on the waiver and release provided in this Section 3.11(b) in connection with entering into this Agreement and that this Section 3.11(b) is intended for the benefit of the Sponsor Released Parties and to grant third party beneficiary rights it may have under California Civil Code to each Sponsor Released Party to enforce this Section 1542, as well as any other statutes or common law principles of similar effect3.11(b).

Mutual Release. (a) Effective as upon the Effective Time, except with respect to a claim pursuant to the Business Combination Agreement or any of the Closing Ancillary Documents to which he, she or it is a party, in each case, on the terms and subject to the conditions therein (and, for the avoidance of doubt, to the extent permitted pursuant to the express terms thereof), the Stockholder, on behalf of himself, herself or itself and his, her or its past, present and future Representatives and any successors, heirs and assigns, including any receiver, any assignee for the benefit of creditors or any trustee under the United States Bankruptcy Code, of any of the foregoing Persons (each, a “Stockholder Releasor”), hereby unconditionally and irrevocably waives, releases and forever discharges Tailwind, Merger Sub, the Company, and the Company Stockholder Representative and each of their past, present and future directors, officers, employees, agents, predecessors, equityholders, partners, insurers and Affiliates and any other Representative of any of the foregoing Persons and any successors, heirs and assigns, including any receiver, any assignee for the benefit of creditors or any trustee under the United States Bankruptcy Code, of any of the foregoing Persons (collectively, the “Releasees”) from any and all Liabilities and claims of any kind or nature whatsoever (collectively, “Claims”), in each case whether at law, in equity or otherwise, absolute or contingent, liquidated or unliquidated, known or unknown, arising from any matter, cause or event occurring prior to the Effective Time, that a Stockholder Releasor presently has, has ever had or may have, in each case, to the extent resulting from such Stockholder’s capacity as the direct or indirect holder of any Equity Securities in the Company prior to the Effective Time, and such Stockholder shall not seek to recover any amounts in connection therewith or thereunder from any Releasee. The Stockholder, on behalf of himself, herself or itself and the Stockholder Releasors, understands that, if the Effective Time occurs, the release of all claims, demands, causes of action and Liabilities to the extent covered by the release contemplated by this Section 10(a) is a full and final release of all such matters, whether or not known, suspected or claimed, through the Effective Time that could have been asserted in any legal or equitable proceeding against any of the Releasees, except as otherwise specifically expressly set forth in this Section 10. Notwithstanding anything else to the contrary contained in this Agreement, this release shall not, if it becomes effective at the Effective Time, release (i) any right, title and interest the Stockholder expressly has pursuant to the terms, and subject to the conditions, of this Agreement, the Business Combination Agreement or any Ancillary Document to which the Stockholder is a party (it being understood and agreed that this clause (i) shall not be construed as providing for or otherwise allowing the Stockholder to make any claim hereunder, under the Business Combination Agreement or under any Ancillary Document to which the Stockholder is a party (or otherwise related to the transactions contemplated hereby or thereby) that are not provided for pursuant to the express terms hereof or thereof), (ii) any rights to indemnification or expense advancement pursuant to any statute or governing document of any Group Company, if applicable, or any applicable insurance policy of any Group Company, or any indemnification agreement that is not terminated as of the Closing, (iii) any rights to receive compensation (including wages, salaries and bonuses) and benefits or reimbursement of expenses to which the Stockholder is entitled and that have accrued in respect of any employment with any Group Company or (iv) any rights as an employee, customer or licensor of any Group Company pursuant to any Contract with any Group Company (collectively, the “Stockholder Non-Released Matters”). (b) Effective upon the Effective Time, except with respect to a claim pursuant to the Business Combination Agreement or any of the Ancillary Documents to which the Company, Tailwind or any other Releasor is a party, in each case, on the terms and subject to the conditions therein, each of SellerTailwind and the Company, on behalf of itself and each its past, present and future Representatives and any successors, heirs and assigns, including any receiver, any assignee for the benefit of Seller's Subsidiaries creditors or any trustee under the United States Bankruptcy Code, of any of the foregoing Persons (other than Maquiladoraeach, a “Releasor”), on the one handhereby unconditionally and irrevocably waives, shall, and Seller shall cause Maquiladora, on the other hand, to, release releases and forever discharge discharges the other Party Stockholder and its Subsidiariespast, present and its and their respective future directors, officers, directorsemployees, agents, record predecessors, equityholders, partners, insurers and beneficial security holders Affiliates and any other Representative of any of the foregoing Persons and any successors, heirs and assigns, including any receiver, any assignee for the benefit of creditors or any trustee under the United States Bankruptcy Code, of any of the foregoing Persons (including trustees collectively, the “Stockholder Releasees”) from any and beneficiaries of trusts holding such securities)all Claims, advisors and Representatives (in each case whether at law, in equity or otherwise, absolute or contingent, liquidated or unliquidated, known or unknown, arising from any matter, cause or event occurring prior to the Effective Time, that a Releasor presently has, has ever had or may have, in each case, to the extent resulting from such Stockholder’s capacity as the direct or indirect holder of any Equity Securities in their respective capacities as such) the Company prior to the Effective Time, and their respective heirssuch Releasor shall not seek to recover any amounts in connection therewith or thereunder from any Stockholder Releasee. The Company and Tailwind, executorson behalf of themselves and the Releasors, administratorsunderstands that, successors and assignsif the Effective Time occurs, the release of and from all debtsclaims, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims action and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the Closing; providedextent covered by the release contemplated by this Section 10(b) is a full and final release of all such matters, howeverwhether or not known, suspected or claimed, through the Effective Time that could have been asserted in any legal or equitable proceeding against any of the foregoing general Releasees, except as expressly set forth in this Section 10. Notwithstanding anything else to the contrary contained in this Agreement, this release shall not apply not, if it becomes effective at the Effective Time, release any right, title and interest any Releasor expressly has pursuant to (i) any Liabilities or other obligations (including Liabilities with respect the terms, and subject to paymentthe conditions, reimbursementof this Agreement, indemnification or contribution) under this the Business Combination Agreement or any other documentAncillary Document to which the Company, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement Tailwind or any other documentReleasor is a party (it being understood and agreed that this clause shall not be construed as providing for or otherwise allowing any Releasor to make any claim hereunder, agreement under the Business Combination Agreement or instrument entered into pursuant under any Ancillary Document to this Agreement (including any Liability that which the Parties may have with respect to paymentCompany, performance, reimbursement, indemnification or contribution pursuant to this Agreement Tailwind or any other document agreement Releasor is a party (or instrument entered into otherwise related to the transactions contemplated hereby or thereby) that are not provided for pursuant to this Agreement for claims brought against the Parties by third Persons express terms hereof or any Indemnified Partythereof), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or . (iic) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller the Stockholder, the Company and Purchaser Tailwind acknowledges that he, she or it has been advised by its legal counsel and is familiar with of the provisions of California Section 1542 of the Civil Code of the State of California (“Section 1542”), which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.:

Mutual Release. Effective as Each Party (which for purposes of the Closing this paragraph 13 will include Xxxxxxx Xxxxxx and except as otherwise specifically set forth in this Agreement, each of SellerXxxxxxxxx X. Xxxxxxx), on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)its past and present parents, on the one handsubsidiaries, shallpredecessors, and Seller shall cause Maquiladorasuccessors, on the other hand, to, release and forever discharge the other Party and its Subsidiaries, and its and their respective officersprincipals, directors, general or limited partners, investors, stockholders, officers, employees, Affiliates, Associates, members, representatives, heirs, assigns, agents, record attorneys and beneficial security holders (including trustees insurers, irrevocably and beneficiaries unconditionally releases and forever discharges the other Parties, and each of trusts holding such securities)their past and present parents, advisors and Representatives (in each casesubsidiaries, in their respective capacities as such) and their respective predecessors, successors, principals, directors, general or limited partners, investors, stockholders, officers, employees, Affiliates, Associates, members, representatives, heirs, executors, administrators, successors and assigns, of agents, attorneys and insurers, from any and all debtsknown and unknown claims, disputes, demands, actionsdebts, liabilities, obligations, contracts, agreements, causes of action, suits, accountsattorneys’ fees or costs, covenantsof whatever nature, contractscharacter or description, that such Party may have, may have had, or may in the future obtain, arising out of or relating to any acts, omissions, agreements, damagesor events relating in any manner to Company, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior including with respect to the Closing; providedperformance of current or former directors of Company of their duties as directors (the “Released Claims”), however, that the foregoing general release shall not apply other than any claims or rights relating to (i) any Liabilities the Parties’ performance of, or other obligations (including Liabilities with respect to paymentcompliance with, reimbursementthis Agreement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) the payment of any Liability accrued but unpaid fees and expenses that have been validly incurred as of the release date of which would result this Agreement and that are not materially different in type or amount from fees and expenses incurred in the release past; and (iii) Company’s organizational documents and applicable indemnification agreements for indemnification of any Person other than a Person released pursuant to this Section 5.6 officers and directors of Company in their capacities as such (providedcollectively, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)“Excluded Claims”). Each Party represents and warrants that such Party has not assigned or transferred any interest in any such claim, dispute, demand, debt, liability, obligation, contract, agreements cause of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542action, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEsuit, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORfee or cost." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Distribution Date and except as otherwise specifically set forth in this Agreementthe Transaction Agreements, each of SellerVerizon, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)the Verizon Subsidiaries, on the one hand, shalland Spinco, on behalf of itself and Seller shall cause Maquiladoraeach of the Spinco Subsidiaries, on the other hand, to, release hereby releases and forever discharge discharges the other Party party and its Subsidiaries, and its and their respective officers, directors, managers or other persons acting in a similar capacity, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which exist or arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingDistribution Date whether or not known on the Distribution Date, including in connection with the transactions and all other activities to implement the Contribution and the Distribution; provided, however, that the foregoing general release shall not apply to to‌ (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under the Merger Agreement, this Agreement or the other Transaction Agreements or any other documentContracts (as defined therein) contemplated thereby, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under any of the Merger Agreement, this Agreement or the other Transaction Agreements or any other document, agreement or instrument entered into pursuant Contract contemplated thereby in each case subject to this Agreement the terms thereof (including any Liability that the Parties parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to the Merger Agreement, this Agreement or any other document agreement or instrument entered into pursuant to this Transaction Agreement for claims brought against the Parties by third Persons or any Indemnified PartyContract contemplated thereby), and the foregoing release will not affect any Party's party’s right to enforce the Merger Agreement, this Agreement or any the other document agreement Transaction Agreements or instrument entered into pursuant to this Agreement the Contracts contemplated thereby in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 7.2 (provided, that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates such Person with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates Person would be released with respect to such Liability by this Section 5.6 7.2 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542party to this Agreement agrees, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of for itself and Seller's Subsidiarieseach member of its Group, and Purchaser, on behalf not to make any claim or demand or commence any action or assert any claim against any member of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code the other Party’s Group with respect to the Liabilities released pursuant to this Section 1542, as well as any other statutes or common law principles of similar effect7.2.

Mutual Release. Effective as of ‌ (a) From and after the Closing Separation Time and except as otherwise specifically set forth in this Agreement or the Arrangement Agreement, each of Seller, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)Subco, on the one hand, shall, and Seller shall cause MaquiladoraNuvo, on the other handhand (on its own behalf and on behalf of its respective Affiliates, tosuccessors and permitted assigns), release releases and forever discharge discharges the other Party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors Affiliates and Representatives (in each casecollectively, in their respective capacities as suchthe “Released Parties”) and their respective heirs, executors, administrators, successors and assigns, of and from all debtsLiabilities (including claims for indirect, demandsconsequential, actions, causes of action, suits, accounts, covenants, contracts, agreements, exemplary and punitive damages, claims and Liabilities whatsoever of every name and nature), both in law and in equity, which the releasing party Party has or ever had or ever will havehad, which arise out of or relate to to, in whole or in part, both:‌ (i) the business, Assets, Liabilities and operations of the other Party and its Affiliates and Representatives; and (ii) events, circumstances or actions taken by such other party actions, whether known or unknown, occurring or failing to occur occur, or any conditions existing existing, at or prior to the Closing; providedSeparation Time. (b) Notwithstanding Section 8.2(a), however, that the foregoing general release contained in Section 8.2(a) shall not apply to to: (i) any Liabilities or other obligations (including Liabilities with respect Party’s rights to payment, reimbursement, indemnification or contribution) under enforce this Agreement or the Arrangement Agreement or any other document, agreement or instrument entered into of the instruments delivered pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or Arrangement Agreement; (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 Released Party (provided, provided that the Parties agree not to bring suit or permit any of their Subsidiaries Affiliates to bring suit against any Party, its Subsidiaries or Affiliates Released Party with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would Released Party would‌ be released with respect to such Liability by this Section 5.6 8.2 but for this clause (ii)). Each of Seller and Purchaser acknowledges ; (iii) any Liability that it has been advised the Parties may have with respect to indemnification, contribution or reimbursement pursuant to this Agreement or the Arrangement Agreement; (iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the Parties by its legal counsel and is familiar with third Persons, which Liability shall be governed by the provisions of California Civil Code Article IX and, if applicable, the appropriate provisions of the Arrangement Agreement; or (v) the Crescita Liabilities which Subco has agreed to assume pursuant to Section 15422.3(b)(ii) or the Nuvo Liabilities. (c) The Parties hereto acknowledge that the foregoing general release shall not apply to any Liabilities assigned by the Parties to third parties prior to the Separation Time. Nothing in this Agreement shall impair any of the rights of any directors or officers of Nuvo or Subco, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEor any of their respective Affiliates, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORto seek indemnification under any certificate of incorporation or by-laws of Nuvo or any of its predecessors or Affiliates, or under any indemnification agreements, arising out of or relating to actions or inactions of such directors or officers prior to the Separation Time." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective (a) Except as of otherwise provided in this Section 7.06, effective upon the Closing and except as otherwise specifically receipt of the amounts set forth in this AgreementSchedules 2.01 and 2.03, each of Sellerthe Xxxxxxx Entities, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora), on the one hand, shall, and Seller shall cause Maquiladora, on the other hand, to, release its Affiliates hereby releases and forever discharge holds harmless Melham Holdings, Inc., Melham, the other Party and its Subsidiaries, and its Issuers and their respective officersSubsidiaries and their Affiliates, directors, agents, record officers and beneficial security holders agents (including trustees the "Released Parties") from and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from against all debts, demandsobligations, actions, causes of action, suitsclaims, accounts, covenants, contracts, agreementsdemands, damages, claims costs, expenses and Liabilities whatsoever of every name and natureliabilities whatsoever, both whether known or unknown, liquidated or contingent, at law or in law and in equityequity (collectively, "Claims"), which such Xxxxxxx Entity ever had, now have or which they or their successors, assigns, heirs, executors and administrators hereafter can, shall or may have against the releasing party has Released Parties or ever had their successors or ever will haveassigns with respect to all rights, which arise obligations and other matters arising out of or relate related to eventsthe Transaction Documents, circumstances including without limitation (i) any obligations of the Released Parties arising under any Transaction Document, and (ii) any rights of such Xxxxxxx Entity to any capital stock or actions taken by such other party occurring or failing to occur securities of the Released Parties (or any conditions existing at security convertible or prior exchangeable for, or any options, warrants or rights to the Closingpurchase, such capital stock or securities (and any claims arising therefrom); provided, however, that nothing in this sentence shall release any Claims which such Xxxxxxx Entity ever had, now have or which they or their successors, assigns, heirs, executors and administrators hereafter can, shall or may have against the foregoing general release shall not apply to (i) any Liabilities Released Parties or other obligations (including Liabilities with respect to payment, reimbursement, indemnification their successors or contribution) assigns under this Agreement or any other documentagreement, agreement certificate or instrument entered into pursuant executed and delivered in connection with this Agreement; and provided, further, that nothing in this Section 7.06 shall be deemed to release any obligations of the Released Parties under the Credit Documents. (b) Effective upon the Closing, each of Melham Holdings, Inc., Melham and the Issuers, on behalf of themselves and each of their Subsidiaries and Affiliates (the "Xxxx Group") hereby releases and forever holds harmless the Xxxxxxx Entities and their Subsidiaries, Affiliates, partners, directors, officers and agents (the "Xxxxxxx Released Parties") from and against all Claims, which the Xxxx Group ever had, now have or which they or their successors, assigns, heirs, executors and administrators hereafter can, shall or may have against the Xxxxxxx Released Parties or their successors or assigns with respect to all rights, obligations and other matters arising out of or related to the Transaction Documents, including without limitation (i) any obligations of the Xxxxxxx Released Parties arising under any Transaction Document, and (ii) any rights of the Xxxx Group to any capital stock or other securities of the Xxxxxxx Released Parties (or any security convertible or exchangeable for, or any options, warrants or rights to purchase, such capital stock or securities (and any claims arising therefrom); provided, however, that nothing in this Agreement sentence shall release any Claims which the Xxxx Group ever had, now have or assumedwhich they or their successors, transferredassigns, assignedheirs, allocated executors and administrators hereafter can, shall or arising may have against the Xxxxxxx Released Parties or their successors or assigns under this Agreement or any other documentagreement, agreement certificate or instrument entered into pursuant to executed and delivered in connection with this Agreement (including any Liability Agreement; and provided further, that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement nothing in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that 7.06 shall be deemed to release any obligations of the Xxxxxxx Released Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to under the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORIndenture." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Time of Distribution and except as otherwise specifically set forth in this Agreementthe Transaction Agreements, each of Seller, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)the Company, on the one hand, shalland New Gaylxxx, and Seller shall cause Maquiladora, on xx the other hand, to, release releases and forever discharge discharges the other Party and its Subsidiariesaffiliates, and its and their respective directors, officers, directors, agents, record employees and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, agents of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and any and all claims, demands and Liabilities whatsoever of every name and nature, both in law and in equity, against such other party or any of its assigns, which the releasing party has or ever had or ever will havehad, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingTime of Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to paymentthis Distribution Agreement, reimbursementthe Merger Agreement, indemnification or contribution) under this the Post-Closing Covenants Agreement or any other document, agreement or instrument entered into pursuant to this the Tax Disaffiliation Agreement or assumed, transferred, assigned, allocated the transactions contemplated hereby or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), thereby and the foregoing release will shall not affect any Partyeither party's right to enforce this Distribution Agreement or any other document agreement contemplated hereby or instrument entered into pursuant to this Agreement thereby in accordance with their respective terms its terms. Each party understands and agrees that, except as otherwise specifically provided herein or (ii) any Liability the release of which would result in the release of any Person Merger Agreement, the Post- Closing Covenants Agreement or the Tax Disaffiliation Agreement, neither the other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit party nor any of their Subsidiaries to bring suit against any Party, its Subsidiaries is, in this Distribution Agreement or Affiliates with respect any other agreement or document, representing or warranting to such party in any way as to the assets, business or Liabilities transferred or assumed as contemplated hereby or thereby or as to any Liability to consents or approvals required in connection with the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability consummation of the transactions contemplated by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with Distribution Agreement, the provisions of California Civil Code Section 1542Merger Agreement, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORthe Post-Closing Covenants Agreement or the Tax Disaffiliation Agreement." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective a. The parties acknowledge and agree that as a material inducement to the Company to enter into this Agreement, effective as of the Closing Effective Date, Deutsch (on behalf of himself and except his successors and assigns) hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely, irrevocably and immediately remised, released and discharged the Company, Xxxxxxxxx and the Investor and each of their respective Affiliates, managers, predecessors, assigns and successors (collectively, the “Company Released Persons”) from and with respect to any and all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements (a “Losses”) of whatever kind or nature to the extent arising on or prior to the Effective Date, whether at law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, which Deutsch now has, or has ever had or may hereafter have against any of the Company Released Person occurring at any time on or prior to the Effective Date in connection with (i) the acquisition, ownership, transfer, sale or disposition of the Shares, and (ii) Deutsch’s acts or omissions in his capacity as otherwise specifically set forth a Stockholder, Founder, director or employee of the Company or its Affiliates, including in connection with the termination of his service as a director and employee (the “Deutsch Released Claims”); provided, that the Deutsch Released Claims shall not include (A) any claims pursuant to this Agreement, the Transaction Bonus Agreement, the Non-Disclosure Agreement, the Settlement Agreement (until such time as all obligations under this agreement have been satisfied), the F45 Agreement or the Group Training Purchase Agreement, including the right to enforce such agreements in accordance with their respective terms, (B) any rights to be indemnified, exculpated or held harmless arising under any indemnification agreement, the Stockholders’ Agreement or bylaws, charter, certificate of incorporation, certificate of formation or any other organizational documents of the Company or any of its Affiliates, or any insurance policy of the Company or any of its Affiliates for the benefit of any current or former director, officer, manager or employee of the Company or its Affiliates and (C) any claims that may not be released as a matter of law. It is the intention of Deutsch that such release of the Deutsch Released Claims shall be effective as a bar to each and every demand and proceeding hereinabove specified and in furtherance of such intention, and Deutsch, herby expressly waives, effective as of the Effective Date, any and all rights and benefits conferred upon Deutsch under applicable law and expressly agrees that this release will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected demands and proceedings, if any, as those relating to any other demands and proceedings hereinabove specified, but only to the extent such provision is applicable to releases such as this Section 5a. b. The parties acknowledge and agree that as a material inducement to Deutsch to enter into this Agreement, effective as of the Effective Date, each of Seller(x) Xxxxxxxxx and the Investor, in each case, on behalf of such Stockholder and such Stockholder’s Affiliates, managers, predecessors, successors and assigns, and (y) the Company, on behalf of itself and each of Seller's Subsidiaries its Affiliates, managers, predecessors, assigns and successors (other than Maquiladorathe persons identified in clauses (x) and (y), on the one hand, shall, and Seller shall cause Maquiladora, on the other hand, to, release and forever discharge the other Party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities“Company Parties”), advisors hereby unequivocally, voluntarily, knowingly, willingly, unconditionally, completely, irrevocably and Representatives immediately remised, released and discharged Deutsch and each of his assigns and successors (in each casecollectively, in their respective capacities as suchthe “Deutsch Released Persons”) from and their respective heirs, executors, administrators, successors with respect to any and assigns, all Losses of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which whatever kind or nature to the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at extent arising on or prior to the ClosingEffective Date, whether at law, equity or otherwise, whether now known or unknown, and whether or not concealed or hidden, which any Company Party now has, or has ever had or may hereafter have against any of the Deutsch Released Persons occurring at any time on or prior to the Effective Date in connection with (i) the acquisition, ownership, transfer, sale or disposition of the Shares, and (ii) Deutsch’s acts or omissions in his capacity as a Stockholder, Founder, director or employee of the Company or its Affiliates, including in connection with the termination of his service as a director and employee (the “Company Released Claims”); provided, however, that the foregoing general release Company Released Claims shall not apply to include (iA) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into claims pursuant to this Agreement, the Transaction Bonus Agreement, the Non-Disclosure Agreement, the Settlement Agreement (until such time as all obligations under this agreement have been satisfied), the F45 Agreement or assumedthe Group Training Purchase Agreement, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement such agreements in accordance with their respective terms or terms, and (iiB) any Liability claims that may not be released as a matter of law. It is the intention of Company that such release of which would result the Company Released Claims shall be effective as a bar to each and every demand and proceeding hereinabove specified and in furtherance of such intention, and Company, herby expressly waives, effective as of the Effective Date, any and all rights and benefits conferred upon such any Company Party under applicable Law and expressly agrees that this release will be given full force and effect according to each and all of any Person other than a Person released pursuant its express terms and provisions, including those related to this Section 5.6 (providedunknown and unsuspected demands and proceedings, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Partyif any, its Subsidiaries or Affiliates with respect as those relating to any Liability other demands and proceedings hereinabove specified, but only to the extent such Partyprovision is applicable to releases such as this Section 5b. c. Each Party hereunder, including each of the Company Parties, knowingly and voluntarily hereby expressly waived any and all rights or benefits conferred by the provisions of Section 1542 of the California Civil Code (“Section 1542”), or any similar law enacted in any other jurisdiction, and expressly consents that the releases contained in Section 5(a) and 5(b) herein shall be given full force and effect according to each and all of its Subsidiaries express terms and Affiliates would conditions, including those relating to waiving and releasing all claims, whether now known or unknown, suspected, or unsuspected, and whether or not concealed or hidden. Section 1542 provides: d. Each of the Parties hereunder, including each of the Company Parties, acknowledged that his or its own legal counsel has explained the effect and importance of the provisions of Section 1542, and of a waiver of the provisions of Section 1542. With this knowledge and understanding, each of the Parties, including each of the Company Parties, waives and relinquishes any rights or benefits that he or it has or might have under Section 1542. Each of the Parties, including each of the Company Parties, acknowledge that he or it is aware that he or it might hereafter discover facts in addition to or different from those which he or it now know or believe to be released true with respect to such Liability by the subject matter of this Section 5.6 Agreement, but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542each Party’s intention, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, including each of Sellerthe Company Parties, on behalf of itself hereby to fully and Seller's Subsidiariesfinally forever settle and release any and all matters, disputes and differences, known or unknown, suspected and unsuspected, arising out of, based upon, or relating to, any and all claims, and Purchaserit is the each Party’s intention, on behalf including each of itself the Company Parties, that the releases contained in Sections 5(a) and Maquiladora5(b) herein shall remain in effect as full and complete general releases, hereby expressly waives notwithstanding discovery of, or the existence of, any rights it may have under California Civil Code Section 1542, as well as any other statutes such additional or common law principles of similar effectdifferent facts.

Mutual Release. (1) Effective as upon the Closing, Purchaser, on its own behalf and on behalf of each Group Company, hereby releases and discharges, Seller and each of its Affiliates (other than the Group Companies), and each of their respective Representatives and equity holders (collectively, the “Released Seller Parties”) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingent, which any Group Company ever had, now has or may have relating to, arising out of or in any way connected with the dealings of the Released Seller Parties and the Group Companies, or any circumstance, agreement, action, omission, event or matter occurring or existing between them, in each case, prior to the Closing (collectively, the “Released Group Company Claims”), it being understood, however, that such release shall not operate to release (i) the Released Seller Parties from any obligations under this Agreement or in any other agreement, certificate or instrument executed and except as otherwise specifically set forth in delivered by a Released Seller Party pursuant to this Agreement, each or (ii) any third party from any of its obligations under any Contract with such third party. (2) Effective upon the Closing, Seller, on behalf of itself and its Affiliates, hereby releases and discharges each Group Company from any and all claims, demands and causes of Seller's Subsidiaries (other than Maquiladora)action, on whether known or unknown, liquidated or contingent, which Seller or its Affiliates ever had, now has or may have relating to, arising out of or in any way connected with the one hand, shall, dealings of any Group Company and Seller shall cause Maquiladoraor its Affiliates, on the other handor any circumstance, toagreement, release and forever discharge the other Party and its Subsidiariesaction, and its and their respective officersomission, directorsevent or matter occurring or existing between them, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the Closing; providedClosing (collectively, the “Released Seller Claims” and together with the Released Group Company Claims, the “Released Claims”), it being understood, however, that the foregoing general such release shall not apply operate to release (i) any Liabilities or other Group Company from its obligations (including Liabilities with respect to paymentunder Section 7.7, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release third party from any of which would result in the release of its obligations under any Person other than a Person released pursuant to this Section 5.6 Contract with such third party. (provided, 3) Each Party acknowledges that the Parties agree not to bring suit or permit any Laws of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to certain jurisdictions provide substantially the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as followsfollowing: "“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." Being aware of said Code section” Each Party acknowledges that such provisions are designed to protect a party from waiving claims which it does not know exist or may exist. Nonetheless, each Party agrees that, effective as of Sellerthe Closing, on behalf Seller shall be deemed to waive any such provision with respect to the Released Claims. Each Party further agrees that such Party shall not, nor permit any of itself and Seller's Subsidiariesits Affiliates to: (i) institute a lawsuit or other Legal Proceeding based upon, and Purchaserarising out of, on behalf or relating to any of itself and Maquiladorathe Released Claims, hereby expressly waives (ii) participate, assist, or cooperate in any rights it may have under California Civil Code Section 1542such proceeding, as well as or (iii) encourage, assist and/or solicit any other statutes or common law principles of similar effectthird party to institute any such proceeding.

Mutual Release. (a) Effective as of the Closing and except as otherwise specifically set forth in this AgreementClosing, each of SellerBuyer, on its own behalf and on behalf of itself its direct and each of Seller's Subsidiaries indirect equity holders, Affiliates (other than Maquiladora), on including VEX following the one hand, shall, Closing) and Seller shall cause Maquiladora, on the other hand, to, release and forever discharge the other Party and its SubsidiariesRepresentatives, and its and their respective officersAffiliates and Representatives, directors, agents, record and beneficial security holders (including trustees and beneficiaries each of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their the respective heirs, executors, administrators, successors and assignspermitted assigns of each of the foregoing (each, a “Buyer Releasing Person”), hereby absolutely and unconditionally releases and forever discharges the Seller, its past, present and future direct and indirect equity holders, Affiliates and Representatives, and each of its Affiliates and Representatives, and each of the respective heirs, executors, administrators, successors and permitted assigns of each of the foregoing (each, a “Seller Released Person”) from, and agrees not to assert any cause of action or Claim with respect to, any losses or Liabilities whatsoever, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and any kind or nature, both in whether at law and or in equity, known or unknown, suspected or unsuspected, accrued or unaccrued (collectively, “Released Claims”), which the releasing party has have been or could have been asserted against any Seller Released Person, which any Buyer Releasing Person has, ever had or ever will have, which arise arises out of or relate in any way relates to events, circumstances or actions occurring, existing or taken by such other party occurring or failing to occur or any conditions existing at or prior to or as of the Closing; providedEffective Time in respect of matters relating to the Seller’s ownership of the Membership Interests or ownership or operation of the Subject Assets or the Business. Nothing contained in this Section 7.7(a) is intended to, howevernor does it, that the foregoing general release shall not apply to limit, impair or otherwise modify or affect (i) any Liabilities rights or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under of the Seller Released Persons expressly set forth in this Agreement or any the other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms Transaction Documents or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (providedfacts, that the Parties agree not to bring suit circumstances or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability Claims to the extent such Partyentitling a Buyer Releasing Person to any recovery under this Agreement or the other Transaction Documents. (b) Effective as of the Closing, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on its own behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself its direct and Maquiladoraindirect equity holders, Affiliates (including VEX prior to the Closing) and Representatives, and its and their respective Affiliates and Representatives, and each of the respective heirs, executors, administrators, successors and permitted assigns of each of the foregoing (each, a “Seller Releasing Person”), hereby expressly waives absolutely and unconditionally releases and forever discharges each Buyer, its past, present and future direct and indirect equity holders, Affiliates and Representatives, and each of its and their respective Affiliates and Representatives, and each of the respective heirs, executors, administrators, successors and permitted assigns of each of the foregoing (each, a “Buyer Released Person”) from, and agrees not to assert any Released Claims, which have been or could have been asserted against any Buyer Released Person, which any Seller Releasing Person has, ever had or ever will have, which arises out of or in any way relates to events, circumstances or actions occurring, existing or taken prior to or as of the Effective Time in respect of matters relating to the Seller’s ownership of the Membership Interests or ownership or operation of the Subject Assets or the Business. Nothing contained in this Section 7.7(b) is intended to, nor does it, limit, impair or otherwise modify or affect (i) any rights it may have or obligations of the Buyer Released Persons expressly set forth in this Agreement or the Transaction Documents or (ii) any facts, circumstances or Claims to the extent entitling a Seller Releasing Person to any recovery under California Civil Code Section 1542, as well as any this Agreement or the other statutes or common law principles of similar effectTransaction Documents.

Mutual Release. (a) Effective as of automatically and immediately upon the Closing and except as otherwise specifically set forth in this AgreementClosing, the Investors, each of Seller, on behalf of itself and any person claiming by, through or under any such Investor, and each of Seller's Subsidiaries the predecessors, successors, successors-in-interest, assigns, heirs and representatives of each of the foregoing persons (other than Maquiladora), on the one hand, shall, and Seller shall cause Maquiladora, on the other hand, to, release and forever discharge the other Party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (but in each case, in their respective capacities as such) other than the Company and its subsidiaries), hereby forever waives, releases and discharges the other Investor and each such other Investor’s current and former affiliates (including the Company and each of its direct and indirect subsidiaries), and such entities’ and their respective heirscurrent and former affiliates’ current and former officers, executorsmanagers, administratorsdirectors, successors equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, and each of their current and former officers, managers, directors, equity holders, principals, members, employees, agents, managed accounts or funds, management companies, fund advisors, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such, from any and all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the Claims that such releasing party now has or ever had may have in the future against any or ever will haveall of the released parties based in whole or in part on facts existing or arising, which whether known or unknown, on or before the Closing, that relate to, arise out of or relate to eventsotherwise are in connection with: (i) any act or omission, circumstances agreement, circumstance, event or actions taken by such other party occurring or failing to occur or any conditions existing at or prior occurrence related to the ClosingCompany or Alex and Ani, the management thereof, including by the board of managers of the Company (the “Board”), and/or the LLC Agreement or the Operating Agreement of Alex and Ani and (ii) any aspect of the dealings or relationships between or among any or all of the released parties relating the foregoing and/or anything relating to or arising out of their business relationship; provided, however, that the foregoing general release shall not apply release the Parties from their respective obligations under the Transaction Agreements. For all purposes of this Agreement, “Claims” shall mean all claims (including, without limitation, crossclaims, counterclaims, and rights of setoff and/or recoupment), actions, causes of action, charges, complaints, suits, investigations, proceedings, debts, dues, sums of money, accounts, reckonings, interests, liens, liabilities, promises, warranties, damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, extents, executions, rights, torts, losses, rights to (i) any Liabilities or other obligations (including Liabilities with respect to paymentreimbursement, reimbursementsubrogation, contribution, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performanceattorneys’ fees, reimbursementcosts, indemnification expenses or contribution pursuant to this Agreement other claims of whatever nature or any other document agreement kind, in each case whether direct or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons derivative, liquidated or any Indemnified Party)unliquidated, and the foregoing release will not affect any Party's right to enforce this Agreement fixed or any other document agreement contingent, matured or instrument entered into pursuant to this Agreement unmatured, known or unknown, suspected or unsuspected, accrued or unaccrued, direct or indirect, foreseen or unforeseen, now existing or hereafter arising, in accordance with their respective terms law, equity, or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTORotherwise." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Distribution Date and except as otherwise specifically set forth in this Agreementthe Transaction Agreements, each of SellerVerizon, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)the Verizon Subsidiaries, on the one hand, shalland Spinco, on behalf of itself and Seller shall cause Maquiladoraeach of the Spinco Subsidiaries, on the other hand, to, release hereby releases and forever discharge discharges the other Party party and its Subsidiaries, and its and their respective officers, directors, managers or other persons acting in a similar capacity, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which exist or arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingDistribution Date whether or not known on the Distribution Date, including in connection with the transactions and all other activities to implement the Contribution and the Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under the Merger Agreement, this Agreement or the other Transaction Agreements or any other documentContracts (as defined therein) contemplated thereby, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under any of the Merger Agreement, this Agreement or the other Transaction Agreements or any other document, agreement or instrument entered into pursuant Contract contemplated thereby in each case subject to this Agreement the terms thereof (including any Liability that the Parties parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to the Merger Agreement, this Agreement or any other document agreement or instrument entered into pursuant to this Transaction Agreement for claims brought against the Parties by third Persons or any Indemnified PartyContract contemplated thereby), and the foregoing release will not affect any Party's party’s right to enforce the Merger Agreement, this Agreement or any the other document agreement Transaction Agreements or instrument entered into pursuant to this Agreement the Contracts contemplated thereby in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 7.2 (provided, that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates such Person with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates Person would be released with respect to such Liability by this Section 5.6 7.2 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542party to this Agreement agrees, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of for itself and Seller's Subsidiarieseach member of its Group, and Purchaser, on behalf not to make any claim or demand or commence any action or assert any claim against any member of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code the other Party’s Group with respect to the Liabilities released pursuant to this Section 1542, as well as any other statutes or common law principles of similar effect7.2.

Mutual Release. (a) Effective as of the Closing Separation Time and except as otherwise specifically set forth in this AgreementAgreement or any of the other Transaction Documents, each of Seller, on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)New U S WEST, on the one hand, shall, and Seller shall cause MaquiladoraU S WEST, on the other hand, toon its own behalf and on behalf of each member of its respective Group, release releases and forever discharge discharges the other Party and the members of its SubsidiariesGroup, and its and their respective officers, directors, agents, Affiliates, record and beneficial security holders (including including, without limitation, trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actionsActions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will havehad, which arise out of or relate to to, in whole or in part, events, circumstances or actions actions, whether known or unknown, taken by such other party occurring or failing to occur or any conditions existing at on or prior to the ClosingSeparation Time; providedPROVIDED, howeverHOWEVER, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this Agreement or any of the other document, agreement or instrument entered into pursuant Transaction Documents and shall not affect any party's rights to enforce this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement provisions of Article VIII) or any of the other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement Transaction Documents in accordance with their respective terms or terms; (ii) any Liability arising under any agreement listed in Section 9.2 of the Separation Disclosure Schedule (each of which shall remain in effect following the Separation Time); and (iii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 11.1 (provided, provided that the Parties parties agree not to bring suit or permit any members of their Subsidiaries Group to bring suit against any Party, its Subsidiaries or Affiliates Person with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates Person would be released with respect to such Liability Liabilities by this Section 5.6 11.1 but for this clause (iiiii)). Each U S WEST and New U S WEST acknowledge that the foregoing general release shall not apply to any Liabilities assigned by members of Seller the U S WEST Group or members of the New U S WEST Group to third parties prior to the Separation Time. (b) The parties acknowledge that members of the U S WEST Law Department and Purchaser acknowledges that it has been advised by its legal U S WEST's outside counsel currently represent members of both the U S WEST Group and is familiar with the provisions New U S WEST Group. Effective as of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code sectionthe Separation Time, each of SellerNew U S WEST, on the one hand, and U S WEST, on the other hand, on its own behalf and on behalf of itself and Seller's Subsidiarieseach member of its respective Group, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542conflict with respect to such common representation before, as well as at or after the Separation Time (other than, in the case of such common representation by U S WEST's outside counsel, with respect to any other statutes dispute or common law principles Action between a member of similar effectthe U S WEST Group and a member of the New U S WEST Group).

Mutual Release. Effective as of the Closing Time of Distribution and except as otherwise specifically set forth in this Agreementthe Separation Agreements, each of SellerAcacia, on behalf of itself and each other member of Seller's Subsidiaries (other than Maquiladora)the Acacia Group, on the one hand, shalland CombiMatrix, on behalf of itself and Seller shall cause Maquiladoraeach other member of the CombiMatrix Group, on the other hand, to, release hereby releases and forever discharge discharges the other Party party and its Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingTime of Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement the Separation Agreements or assumed, transferred, assigned, allocated or arising under this Agreement or any other document, agreement or instrument entered into pursuant to this Agreement of the Separation Agreements (including any Liability that the Parties parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Separation Agreement for claims brought against the Parties parties by third Persons or any Indemnified PartyIndemnitee), and the foregoing release will not affect any Party's party’s right to enforce this Agreement the Separation Agreements or any other document agreement or instrument entered into pursuant to this Agreement Financing Agreements in accordance with their respective terms or (ii) any Liability arising from or relating to any agreement, arrangement, commitment or undertaking described in Section 2.02(b)(ii), or (iii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 4.01 (provided, that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates member of the other Group with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates member of the other Group would be released with respect to such Liability by this Section 5.6 4.01 but for this clause (iiiii)). Each of Seller Acacia and Purchaser CombiMatrix acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS 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." ” Being aware of said such Code section, each of SellerAcacia, on behalf of itself and Seller's each of the Acacia Subsidiaries, and PurchaserCombiMatrix, on behalf of itself and Maquiladoraeach of the CombiMatrix Subsidiaries, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. (a) Effective as of the Closing and except as otherwise specifically expressly set forth in this AgreementAgreement (including Section 5.23(b)) or in any of the Ancillary Agreements, each of Sellerthe Sellers, on behalf of itself and each of Seller's its respective Subsidiaries (other than Maquiladora)and each of their respective successors and assigns, on the one hand, shalland Purchaser, on behalf of itself and each of its Subsidiaries, including the Transferred Entities, and Seller shall cause Maquiladoraeach of their respective successors and assigns, on the other hand, tohereby irrevocably, release unconditionally and completely waives and releases and forever discharge discharges Purchaser and the other Party Transferred Entities (in the case of the Sellers) and its the Sellers (in the case of the Purchaser) and each of their respective Subsidiaries, and its and their respective officers, directors, agents, record and beneficial security holders (including trustees and beneficiaries each of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assignsassigns (such released Persons, the “Releasees”), of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which arise arising out of or relate related to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing occur, in each case, at or prior to the Closing; provided. Neither party hereto shall make, however, that the foregoing general release and each party hereto shall not apply permit any of its Subsidiaries or their respective representatives to (i) make, any Liabilities claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any of the other obligations (including Liabilities party’s Affiliates or any of the other party’s Releasees with respect to paymentany Liabilities released pursuant to this Section 5.23. (b) Notwithstanding the foregoing, reimbursementSection 5.23(a) shall not constitute a release from, indemnification waiver of, or contribution) under otherwise applies to the terms of this Agreement or any other document, agreement Ancillary Agreement or instrument entered into pursuant to any Liability or Contract expressly contemplated by this Agreement or any Ancillary Agreement to be in effect after the Closing, or any enforcement thereof; provided that for the avoidance of doubt, with respect to any Ancillary Agreement that constitutes an amendment to an existing Contract, the release set forth in Section 5.23(a) shall apply to the terms of such existing Contract and any enforcement thereof for all periods prior to the Closing (i.e., before such amendment goes into effect), unless otherwise contemplated by such Ancillary Agreement. Without limiting the generality of the foregoing, nothing contained in Section 5.23(a) shall waive, release or otherwise discharge any Person from any Liability (i) retained, assumed, transferred, assignedassigned or allocated to the Sellers, allocated on the one hand, or arising under Purchaser or the Transferred Entities, on the other hand, in accordance with this Agreement or any other document, agreement or instrument entered into pursuant to this Ancillary Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii5.23(a)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of itself and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Section 1542, as well as any other statutes or common law principles of similar effect.

Mutual Release. Effective as of the Closing Distribution Date and except as otherwise specifically set forth in this Agreementthe Transaction Agreements, each of SellerAT Co., on behalf of itself and each of Seller's Subsidiaries (other than Maquiladora)the AT Co. Subsidiaries, on the one hand, shalland Spinco, on behalf of itself and Seller shall cause Maquiladoraeach of the Spinco Subsidiaries, on the other hand, to, release hereby releases and forever discharge discharges the other Party party and its Subsidiaries, and its and their respective officers, directors, managers or other persons acting in a similar capacity, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which exist or arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the ClosingDistribution Date whether or not known on the Distribution Date, including in connection with the transactions and all other activities to implement the Contribution and the Distribution; provided, however, that the foregoing general release shall not apply to (i) any Liabilities or other obligations (including Liabilities with respect to payment, reimbursement, indemnification or contribution) under this the Merger Agreement or the other Transaction Agreements or any other documentContracts (as defined therein) contemplated thereby, agreement or instrument entered into pursuant to this Agreement or assumed, transferred, assigned, allocated or arising under this any of the Merger Agreement or the other Transaction Agreements or any other document, agreement or instrument entered into pursuant to this Agreement Contract contemplated thereby (including any Liability that the Parties parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this the Merger Agreement or any other document agreement Transaction Agreement or instrument entered into pursuant to this Agreement any Contract contemplated thereby for claims brought against the Parties parties by third Persons or any Indemnified PartyIndemnitee), and the foregoing release will not affect any Partyparty's right to enforce this the Merger Agreement or any the other document agreement Transaction Agreements or instrument entered into pursuant to this Agreement the Contracts contemplated thereby in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 7.2 (provided, that the Parties parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates such Person with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates Person would be released with respect to such Liability by this Section 5.6 7.2 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542party to this Agreement agrees, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of Seller, on behalf of for itself and Sellereach member of its Group, not to make any claim or demand or commence any action or assert any claim against any member of the other Party's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives any rights it may have under California Civil Code Group with respect to the Liabilities released pursuant to this Section 1542, as well as any other statutes or common law principles of similar effect7.2.

Mutual Release. Effective as of the Closing and except as otherwise specifically set forth in this Agreement, each of Seller(a) PRG, on behalf of itself and each entity controlled by it, hereby releases and forever discharges and covenants not to sxx each of Seller's Subsidiaries (other than Maquiladora)Purchaser, on the one handCompany, shallMVRSL and each Subsidiary, and Seller shall cause Maquiladora, on the other hand, to, release and forever discharge the other Party and its Subsidiaries, and its and any of their respective officers, officers or directors, agents, record from any and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debtsclaims, demands, actionsliabilities, rights, remedies, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims damages and Liabilities whatsoever suits of every name and kind or nature, both in law and in equitywhether known or unknown, which the releasing party has whether or ever had or ever will havenot previously asserted, which arise out of or relate to events, circumstances actions or actions taken by such other party omissions occurring or failing to occur or any conditions existing at or prior to the Closing; provided, however, that the foregoing general this release shall not apply to any breach of this Agreement or the Purchaser Non-Compete. (ib) Purchaser, on behalf of itself, the Company, MVRSL and each Subsidiary, hereby releases and forever discharges and covenants not to sxx each of PRG and each entity controlled by it, and any Liabilities of their respective officers or directors, from any and all claims, demands, liabilities, rights, remedies, causes of action, damages and suits of every kind or nature, whether known or unknown, whether or not previously asserted, which arise out of or relate to actions or omissions occurring prior to the Closing (including, without limitation, all obligations under any guarantees made prior to the Closing by PRG, Seller or any other obligations entity controlled by PRG in favor of the Company, MVRSL or any Subsidiary); provided, however, this release shall not apply to any breach of this Agreement or the PRG Non-Compete. (including Liabilities c) Effective as of the Closing, all agreements (other than this Agreement, the Novation Agreement, the Non-Competition Agreements, the Letter Agreement, any agreements between PRG and any Company Director with respect to payment, reimbursement, indemnification or contribution) under this Agreement or the payment of a retention bonus and any other document, agreement or instrument agreements entered into pursuant to this Agreement Agreement) in existence between Purchaser, the Company, any Company Director, MVRSL or assumedany Subsidiary, transferredon one hand, assignedand PRG, allocated or arising under this Agreement Seller or any other document, agreement or instrument entered into pursuant to this Agreement (including any Liability that the Parties may have with respect to payment, performance, reimbursement, indemnification or contribution pursuant to this Agreement or any other document agreement or instrument entered into pursuant to this Agreement for claims brought against the Parties entity controlled by third Persons or any Indemnified Party), and the foregoing release will not affect any Party's right to enforce this Agreement or any other document agreement or instrument entered into pursuant to this Agreement in accordance with their respective terms or (ii) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 5.6 (provided, that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Party, its Subsidiaries or Affiliates with respect to any Liability to the extent such Party, its Subsidiaries and Affiliates would be released with respect to such Liability by this Section 5.6 but for this clause (ii)). Each of Seller and Purchaser acknowledges that it has been advised by its legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Being aware of said Code section, each of SellerPRG, on behalf of itself the other hand, are terminated and Seller's Subsidiaries, and Purchaser, on behalf of itself and Maquiladora, hereby expressly waives no such agreement shall have any rights it may have under California Civil Code Section 1542, as well as any other statutes further force or common law principles of similar effect.