Common use of Mutual Release Clause in Contracts

Mutual Release. (a) Effective upon satisfaction of the Termination Conditions, Buyer releases and discharges absolutely and forever Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released Party”), from any and all claims, obligations and liabilities of every kind and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, and

Mutual Release. (a) Effective upon satisfaction Employee, on Employee’s own part and on behalf of the Termination ConditionsEmployee’s dependents, Buyer releases heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to xxx and fully releases, acquits, and discharges absolutely the Parent, Intelsat, and forever Seller and its present and former parentstheir respective parent, subsidiaries, affiliates, divisionsand in such capacities, owners, trustees, directors, officers, agents, employees, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys assigns, and accountants successors (collectively, the collectively referred to as “Seller’s Released Parties,” Intelsat Releasees”) with respect to and each a “Seller’s Released Party”), from any and all claims, obligations wages, agreements, contracts, covenants, actions, suits, causes of action, expenses, attorneys’ fees, damages, and liabilities of every whatever kind or nature in law, equity or otherwise, whether known or unknown, suspected or unsuspected, and nature whatsoever whether or not concealed or hidden, which now exist Employee has at any time heretofore owned or heretofore have existed in favor held against said Intelsat Releasees, including, without limitation, those arising out of Buyer against any of the Seller’s Released Parties which relate or in any way to the Agreement connected with Employee’s employment relationship with Intelsat or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted Employee’s separation from employment with Intelsat, except with respect to the matters addressed those benefits set forth in the Agreement or the Voluntary Commitment Paragraph 1 of this Agreement. (b) Effective upon satisfaction In exchange for the release by you set forth herein, the Company on its own behalf and also on behalf of its affiliates, successors and assigns (the Termination Conditions, Seller releases and discharges absolutely “Intelsat Releasors”) hereby agrees to unconditionally release and forever Buyer waive, discharge, and its present and former parentsforever give up waiveable claims, subsidiariesdemands, affiliatesprayers for relief, divisionscauses of action, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants rights or damages (collectively, “Claims”) the Intelsat Releasors now have or may have had against you, your administrators, your heirs and your survivors and assigns (“Buyer’s Released Parties” and each a “Buyer’s Released PartyEmployee Releasees”), from based on any and all claims, obligations and liabilities of every kind whatsoever which now exist events or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way circumstances arising or occurring on or prior to the Agreement date hereof including, without limitation, any Claims arising out of your employment with the Company or the Voluntary Commitment termination thereof, except for any Claim which relates to or arises from (a) any unlawful or criminal acts, (b) acts of intentional wrongdoing that result in material harm to any Intelsat Releasor or (c) any obligation assumed under this Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreementby any party hereto. (c) As used Notwithstanding the foregoing, nothing in paragraphs this Agreement shall be a waiver of claims: (a1) that may arise after the date on which Employee signs this Agreement; (2) with respect to Employee’s right to enforce his rights that survive termination under the Employment Agreement or any other written agreement entered into between Employee and the Company (bincluding, without limitation, any equity grants or agreements); (3) regarding rights of indemnification, advance of legal fees and directors and officers liability insurance to which Employee is entitled under the Employment Agreement, the term “claimsCompany’s Certificate of Incorporation or By-laws, obligations pursuant to any separate writing between you and liabilities” includes, but is not limited to, the Company or pursuant to applicable law; (i4) all claims of relating to any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contractaccrued, fraud, indemnification, goods vested benefits under any employee benefit plan or services had and received, or open account, (iii) all claims for breach pension plan of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way Intelsat Releasees subject to the Agreement terms and conditions of such plan and applicable law; or (5) as a stockholder or optionholder of the Voluntary Commitment Agreement, andCompany.

Mutual Release. (a) Effective upon satisfaction In consideration of the Termination Conditionscovenants, Buyer releases agreements and discharges absolutely and forever Seller undertakings of the Parties under this Agreement, each Clean Line Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, divisionsofficers, stockholdersdirectors, shareholders, members, partnerssuccessors and assigns (collectively, predecessors“Clean Line Releasors”) hereby releases, successors, waives and forever discharges DOE and its respective present and former agents, directors, sureties, officers, employees, representatives, attorneys permitted successors and accountants permitted assigns (collectively, the “Seller’s Released Parties,” DOE Releasees”) of and each a “Seller’s Released Party”), from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, obligations and liabilities demands, of every kind and nature whatsoever whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Clean Line Claims”), which any of such Clean Line Releasors ever had, now exist have, or heretofore hereafter can, shall, or may have existed in favor of Buyer against any of such DOE Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the Seller’s Released Parties which relate in any way to beginning of time through the Agreement or the Voluntary Commitment Agreement or which arise Effective Date arising out of or have been or could have been asserted with respect relating to the matters addressed in Participation Agreement, except for any Clean Line Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Agreement (including, without limitation, the Agreement or the Voluntary Commitment AgreementSurviving Provisions). (b) Effective upon satisfaction In consideration of the Termination Conditionscovenants, Seller releases agreements and discharges absolutely and forever Buyer undertakings of the Parties under this Agreement, DOE, on behalf of itself and its respective present and former successors and assigns (collectively, “DOE Releasors” and, together with the Clean Line Releasors, the “Releasors”) hereby releases, waives and forever discharges the Clean Line Parties and their respective present and former, direct and indirect, parents, subsidiaries, affiliates, divisionsemployees, members, managers, stockholders, partners, predecessors, successors, agentsofficers, directors, suretiesshareholders, officers, employeesmembers agents, representatives, attorneys permitted successors and accountants permitted assigns (collectively, “Clean Line Releasees” and, together with the DOE Releasees, the “Buyer’s Released Parties” Releasees”) of and each a “Buyer’s Released Party”), from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, obligations and liabilities demands, of every kind whatsoever and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “DOE Claims” and, together with the Clean Line Claims, the “Claims”)), which any of such DOE Releasors ever had, now exist have, or heretofore hereafter can, shall, or may have existed in favor of Seller against any of such Clean Line Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the Buyer’s Released Parties which relate in any way to beginning of time through the Agreement or the Voluntary Commitment Agreement or which arise Effective Date arising out of or have been or could have been asserted with respect relating to the Participation Agreement, except for any DOE Claims relating to rights and obligations preserved by, created by or otherwise arising out of this Agreement (including, without limitation, the Surviving Provisions and any DOE Claims relating to any Covered Costs or Covered Liabilities, such rights and obligations collectively being, the Voluntary Commitment Agreement“Reserved DOE Claims”). (c) As used Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different than, or in paragraphs (a) addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 3, and (b)which, if known at the time of signing this Agreement, may have materially affected this Agreement and such Party’s decision to enter into it and grant the release contained in this Section 3. Nevertheless, except as otherwise expressly set forth herein, the term “claimsReleasors intend to fully, obligations finally and liabilities” includesforever settle and release all Claims (other than any Reserved DOE Claims) that now exist, but is not limited tomay exist or previously existed, (i) all claims of any kindas set forth in the release contained in this Section 3, whether known or unknown, anticipated foreseen or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and receivedunforeseen, or open accountsuspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim (iiiother than any Reserved DOE Claims) that might arise as a result of such different or additional Claims or facts. The Releasors expressly, knowingly and intentionally waive any and all claims for breach of the covenant of good faith rights, benefits, and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation protections of any statute, ordinance, state or regulation relating in any way to federal statute or common law principle limiting the Agreement or the Voluntary Commitment Agreement, andscope of a general release.

Mutual Release. (a) Effective upon satisfaction the Closing and without further action by any Person, the Seller, on behalf of itself and each of its Subsidiaries (other than the Transferred Entities) (each, a “Seller Releasing Person”), hereby irrevocably, unconditionally and fully waives, acquits, remises, and forever discharges and releases each of the Termination ConditionsPurchaser, Buyer releases its direct parent entity and discharges absolutely and forever Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants the Transferred Entities (collectively, the “Seller’s Purchaser Released Parties,” and each a “Seller’s Released Party”), ) from any and all claimsLiabilities of any kind or nature whatsoever, obligations in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and liabilities whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Seller Released Claims”), and the Seller, on behalf of every kind itself and nature whatsoever which now exist each other Seller Releasing Person, covenants and agrees not to xxx, assert or heretofore have existed otherwise seek to recover any amounts in favor of Buyer against any forum in regard to any Seller Released Claims from any of the Seller’s Purchaser Released Parties which relate (except as provided in this Agreement or any way Ancillary Agreement, in each case, only to the Agreement extent set forth herein or the Voluntary Commitment Agreement therein). The Seller, on behalf of itself and each other Seller Releasing Person, acknowledges and agrees that facts in addition to or different from those which arise out of are now known or have been or could have been asserted believed to be true with respect to the matters addressed in subject matter of this release may hereafter be discovered, but the Agreement Seller, on behalf of itself and each other Seller Releasing Person, agrees to remain bound hereby and hereby fully releases all Seller Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the Voluntary Commitment Agreementprotection of any statute or doctrine limiting a release of unknown or unsuspected Seller Released Claims. Without limitation of the foregoing, the Seller, on behalf of itself and each other Seller Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (b) Effective upon satisfaction the Closing and without further action by any Person, the Purchaser, on behalf of itself and each of the Termination ConditionsTransferred Entities (each, Seller releases a “Purchaser Releasing Person”), hereby irrevocably, unconditionally and discharges absolutely fully waives, acquits, remises, and forever Buyer discharges and releases each of the Seller and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants Subsidiaries (other than the Transferred Entities) (collectively, the “Buyer’s Seller Released Parties” and each a “Buyer’s Released Party”), ) from any and all claimsLiabilities of any kind or nature whatsoever, obligations in each case arising or occurring or that could have arisen or occurred from any actions, omissions or state of facts occurring, not occurring or in existence (whether or not known) on or prior to the Closing and liabilities whether absolute or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, matured or unmatured or determined or determinable, and whether arising under any Law, Contract, arrangement, or understanding, whether written or oral (other than this Agreement and any Ancillary Agreement) or otherwise at law or in equity (collectively, the “Purchaser Released Claims”), and the Purchaser, on behalf of every kind whatsoever which now exist itself and each other Purchaser Releasing Person, covenants and agrees not to xxx, assert or heretofore have existed otherwise seek to recover any amounts in favor of Seller against any forum in regard to any Purchaser Released Claims from any of the Buyer’s Seller Released Parties which relate (except as provided in this Agreement or any way Ancillary Agreement, in each case, only to the Agreement extent set forth herein or the Voluntary Commitment Agreement therein). The Purchaser, on behalf of itself and each other Purchaser Releasing Person, acknowledges and agrees that facts in addition to or different from those which arise out of are now known or have been or could have been asserted believed to be true with respect to the Agreement subject matter of this release may hereafter be discovered, but the Purchaser, on behalf of itself and each other Purchaser Releasing Person, agrees to remain bound hereby and hereby fully releases all Purchaser Released Claims without regard to the subsequent discovery or existence of different or additional facts and waives the Voluntary Commitment Agreementprotection of any statute or doctrine limiting a release of unknown or unsuspected Purchaser Released Claims. Without limitation of the foregoing, the Purchaser, on behalf of itself and each other Purchaser Releasing Person, hereby waives the application of any provision of Law, including California Civil Code Section 1542, that purports to limit the scope of a general release. (c) As used Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in paragraphs his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” (ad) and (b)For the avoidance of doubt, the term “claimsnothing in this Section 5.20 constitutes, obligations and liabilities” includesor shall be deemed to constitute, but is not limited to, (i) all claims a release of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for claim that any violation of any statute, ordinance, or regulation relating in any way party to the this Agreement or the Voluntary Commitment Agreement, andany Ancillary Agreement may have hereunder or thereunder.

Mutual Release. (a) Effective upon satisfaction In consideration of the Termination Conditionsparties’ promises set forth herein, Buyer releases except as set forth in Section 5, each of Altisource and discharges absolutely Residential and forever Seller and its present and former their respective parents, subsidiaries, affiliates, divisionsinsurers, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys successors and accountants assigns (collectivelyas to Altisource, the “Seller’s Released Altisource Releasing Parties,” and each a as to Residential, the “Seller’s Released PartyResidential Releasing Parties”), from any and all claimshereby waives, obligations and liabilities of every kind and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way releases, covenants not to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely xxx and forever Buyer discharges the other party and its present and former their respective parents, subsidiaries, affiliates, divisionssuccessors and assigns, membersofficers, directors, shareholders, clients, vendors, contractors, insurers, managers, stockholdersemployees, partners, predecessors, successorscounsel, agents, directorsand representatives (as to Altisource, suretiesthe “Altisource Released Parties” and as to Residential, officers, employees, representatives, attorneys and accountants (the “Residential Released Parties,” collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), and each of the Altisource Releasing Parties and Residential Releasing Parties hereby waives, releases, covenants not to xxx, and forever discharges the Altisource Released Parties (in the case of the Residential Releasing Parties) and the Residential Released Parties (in the case of the Altisource Releasing Parties) of and from any all known and all unknown claims, obligations rights, actions, complaints, charges, liabilities, causes of action, suits, demands, damages, costs, attorneys’ fees, losses, debts, and liabilities expenses of every kind any nature whatsoever which that each of them ever had, now exist have, or heretofore may claim to have existed in favor of Seller against any of the Buyer’s respective Released Parties which relate arising from the beginning of time until the execution of this Omnibus Amendment. Notwithstanding the foregoing the Altisource Releasing Parties and the Residential Releasing Parties do not waive, release, covenant not to xxx, or discharge the Altisource Released Parties (in the case of the Residential Releasing Parties) or the Residential Released Parties (in the case of the Altisource Releasing Parties) of and from any way class actions or regulatory enforcement or similar governmental actions arising from allegations asserted by or on behalf of (a) tenants regarding wrongdoing and/or violations of federal or state regulations (excluding ordinary course code violations) related to the Agreement repair, preservation or maintenance of Rental Properties or the Voluntary Commitment Agreement administration of leases for the Rental Properties; (b) tenant applicants regarding wrongdoing and/or violations of federal or which arise out of or have been or could have been asserted with respect state regulations (excluding ordinary course code violations) related to the Agreement rental application process, the process for approving rental applications or the Voluntary Commitment Agreement. rental of Rental Properties; or (c) As used in paragraphs (a) and (b)tenants, tenant applicants and/or or former borrowers for REO properties regarding data breaches or wrongful disclosures of nonpublic personal information under the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known Xxxxx-Xxxxx-Xxxxxx Act under similar federal or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any state statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, and.

Mutual Release. (a) Effective A. Except as otherwise provided for in this Agreement, effective upon satisfaction of the Franchise Termination ConditionsDate, Buyer releases and discharges absolutely the City does hereby remise, release and forever Seller discharge EarthLink, together with its subsidiaries and its present and former parents, subsidiaries, affiliates, divisionsits and each of such subsidiaries’ and affiliates’ officers, directors, stockholders, managers, members, partnersemployees and agents, predecessorsits and each of such subsidiaries’ and affiliates’ successors and assigns, successorsthe heirs, agentsexecutors and administrators of such officers, directors, suretiesstockholders, officersmanagers, employeesmembers, representatives, attorneys employees and accountants agents (collectively, the “Seller’s Released EarthLink Parties,” and each a “Seller’s Released Party”), acting in any capacity whatsoever, of and from any and all claimsmanner of actions and causes of actions, obligations suits, debts, claims and liabilities of every kind and nature demands whatsoever which now exist in law or heretofore have existed in favor of Buyer against equity (“Claims”), that the City or any of its officers, officials, directors, employees, agents, successors and assigns (collectively with the Seller’s Released Parties which relate City, the “City Parties”) ever had, now have, or hereafter may have by reason of any matter, cause or thing whatsoever that arises from, or relates in any way to, the Franchise Agreement, the Rooftop Lease, the Fiber Optics Lease or the transactions contemplated thereby, including without limitation any payment obligations that the EarthLink Parties have or may have for any amounts owed to the Agreement City Parties, whether billed or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction unbilled, as of the Effective Date; provided, however, that the release in this Section 2A shall not apply to any Claims by third-parties for bodily injury, personal injury, or damage to third-party property or payment obligations set forth in Section 1; B. Except as otherwise provided for in this Agreement, effective upon the Franchise Termination ConditionsDate, Seller releases EarthLink, on behalf of itself and discharges absolutely the other EarthLink Parties, does hereby remise, release and forever Buyer discharge the City Parties, acting in any capacity whatsoever, of and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities manner of every kind whatsoever which now exist Claims that EarthLink or heretofore have existed in favor of Seller against any of the Buyer’s Released other EarthLink Parties which relate ever had, now has, or hereafter may have by reason of any matter, cause or thing whatsoever that arises from, or relates in any way to to, the Agreement Franchise Agreement, the Rooftop Lease, the Fiber Optics Lease or the Voluntary Commitment Agreement transactions contemplated thereby provided, including without limitation any payment obligations that the City Parties have or which arise out of or may have been or could have been asserted with respect for any amounts owed to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kindEarthLink, whether known billed or unknownunbilled, anticipated or unanticipatedas of the Effective Date, past or presentprovided, contingent or fixedhowever, direct or indirectthat the release in this Section 2B shall not apply to any Claims by third-parties for bodily injury, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and receivedpersonal injury, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, damage to third-party property or foreclosure, or for any violation of any statute, ordinance, or regulation relating payment obligations set forth in any way to the Agreement or the Voluntary Commitment Agreement, andSection 1;.

Mutual Release. (a) Effective upon satisfaction In consideration of the Termination Conditionsagreements set forth herein and subject to paragraph (b) below (including that the releases provided for in this Section 28 are effective only upon the consummation of the Exchange Offer and Consent Solicitation), Buyer releases and discharges absolutely each of the signatories hereto hereby unconditionally releases, and forever Seller discharges and its present and former acquits, each of the other signatories hereto, their parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, subsidiaries and affiliates and their respective directors, sureties, officers, executives, employees, representativesattorneys, attorneys advisors, representatives and accountants shareholders (the “Released Persons”), from all, and all manner of, actions, suits, debts, claims, duties, payment and performance of all obligations, liabilities and indebtedness of every kind, direct or indirect, determined or undetermined, at law or in equity, whether or not asserted or raised and existing or alleged to exist or to have existed, at any time, which such signatory ever had or has or may have at this time against any Released Person, arising out of, relating to, or incurred in connection with, the Notes, the Indenture, this Agreement or the Exchange Offer and Consent Solicitation, or any transaction entered into hereunder or thereunder or any action taken or omitted to be taken by the Released Persons hereunder or thereunder (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released PartyClaims”), from any and all claims, obligations and liabilities of every kind and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective The releases provided for by paragraph (a) above shall be effective upon satisfaction the consummation of the Termination Conditions, Seller releases Exchange Offer and discharges absolutely Consent Solicitation. The release by a signatory hereto will not apply if and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the extent that any payment or delivery, in whole or in part, by or on behalf of another signatory hereto under or in connection with this Agreement or the Voluntary Commitment Agreement Exchange Offer and Consent Solicitation is rescinded or which arise out must be otherwise restored, whether as a result of any proceedings in bankruptcy, insolvency or have reorganization or otherwise, all as though such payment or delivery had not been made. Each signatory hereto hereby covenants not to xxx or could have been asserted pursue any legal or equitable action against any other signatory hereto with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) any Released Claim, and (b)if any such signatory shall breach such covenant, the term “claims, obligations and liabilities” includes, but is not limited to, then (i) such non-breaching signatory shall be entitled to collect from such breaching signatory all reasonable out-of-pocket costs and expenses, including attorneys’ fees, losses, claims and damages, incurred by such non-breaching signatory that are directly related to the defense of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, such action and (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had the release granted to such breaching signatory by such non-breaching signatory shall be void ab initio and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way shall be deemed never to the Agreement or the Voluntary Commitment Agreement, andhave been given.

Mutual Release. Subject to, and in consideration of MULTIMEDIA’s payment (or deemed payment) in full to DIAMOND of the SETTLEMENT FUNDS and the other terms and provisions of this AGREEMENT: (a) Effective upon satisfaction of the Termination Conditions, Buyer DIAMOND hereby releases and forever discharges absolutely and forever Seller MULTIMEDIA (and its present and former parentsofficers (other than the INDIVIDUAL OFFICERS), subsidiariesdirectors, affiliatesemployees, divisionsagents, stockholders, members, partners, predecessorsrepresentatives, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released Party”), assigns) from any and all claimsCLAIMS that DIAMOND ever had, obligations and liabilities now has or hereafter can, shall or may have for, upon or by reason of every kind and nature any matter, event, cause or thing whatsoever which now exist or heretofore have existed in favor of Buyer against any from the beginning of the Seller’s Released Parties which relate in any way world to the Agreement or the Voluntary Commitment Agreement or EFFECTIVE DATE, including without limitation all CLAIMS which arise out of or have been were asserted or could have been asserted with respect to the matters addressed in the Agreement or LAWSUIT and the Voluntary Commitment AgreementINJUNCTION PROCEEDING. (b) Effective upon satisfaction of the Termination Conditions, Seller MULTIMEDIA hereby releases and forever discharges absolutely and forever Buyer DIAMOND (and its present and former parentsofficers, subsidiariesdirectors, affiliatesemployees, divisionsagents, members, managers, stockholders, partners, predecessorsrepresentatives, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), assigns) from any and all claimsCLAIMS that MULTIMEDIA ever had, obligations and liabilities now has or hereafter can, shall or may have for, upon or by reason of every kind any matter, event, cause or thing whatsoever which now exist or heretofore have existed in favor of Seller against any from the beginning of the Buyer’s Released Parties which relate in any way world to the Agreement or the Voluntary Commitment Agreement or EFFECTIVE DATE, including without limitation all CLAIMS which arise out of or have been were asserted or could have been asserted with respect to in the Agreement or LAWSUIT and the Voluntary Commitment AgreementINJUNCTION PROCEEDING. (c) As used in paragraphs DIAMOND and the INDIVIDUAL OFFICERS each hereby release and forever discharge the other (aand its officers, directors, employees, agents, representatives, successors, attorneys and assigns, if any) from any and (b)all CLAIMS that it ever had, the term “claimsnow has or hereafter can, obligations and liabilities” includes, but is not limited to, shall or may have (i) which were asserted or could have been asserted in the LAWSUIT and the INJUNCTION PROCEEDING; or (ii) related to manufacture, promotion, transportation, sale, lease, deployment, play or use of the CURRENT MULTIMEDIA GAMES. (d) DIAMOND and THE KAW NATION each hereby release and forever discharge the other (and its officers, directors, employees, agents, representatives, successors, attorneys and assigns) from any and all claims CLAIMS that it ever had, now has or hereafter can, shall or may have for, upon or by reason of any kindmatter, whether known event, cause or unknownthing whatsoever from the beginning of the world to the EFFECTIVE DATE, anticipated including without limitation all CLAIMS which were asserted or unanticipatedcould have been asserted in the INJUNCTION PROCEEDING. (e) The discharge and release by DIAMOND in Sections 2(a), past 2(c) and 2(d) above shall apply to all CLAIMS that DIAMOND may have against any insurance carrier of MULTIMEDIA, THE KAW NATION and any of the INDIVIDUAL OFFICERS. The foregoing notwithstanding, nothing in this AGREEMENT shall operate, or presentbe construed to operate, contingent to discharge or fixed, direct release (i) any CLAIM for breach of this AGREEMENT or indirect, secured or unsecuredthe PROTECTIVE ORDER (as defined below), (ii) all claims for alleged breach any CLAIM that MULTIMEDIA, THE KAW NATION or any of contract, fraud, indemnification, goods the INDIVIDUAL OFFICERS may have against its or services had and received, their respective insurance carriers; or open account, (iii) all claims for breach any CLAIMS of the covenant INDIVIDUAL OFFICERS against MULTIMEDIA, including but not limited to CLAIMS for indemnity as officers and/or directors of good faith MULTIMEDIA. (f) Each party hereto has been advised by legal counsel and fair dealingis familiar with the provision of Section 1542 of the California Civil Code, interference with contractwhich is set forth below. Each party knowingly waives any rights it may have under Section 1542, interference with prospective business advantage, negligence, or foreclosure, or for and under any violation similar provision of any statuteother state or federal law, ordinanceand the releases provided in Section 2 include all causes of CLAIMS whatsoever in law or in equity that are not known or are not ascertainable as of the execution of this AGREEMENT. “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, or regulation relating in any way to which if known by him must have materially affected his settlement with the Agreement or the Voluntary Commitment Agreement, anddebtor.”

Mutual Release. (a) Effective upon satisfaction In consideration of all of the Termination Conditionsterms and conditions of this Agreement (including without limitation the mutual releases provided herein), Buyer releases and discharges absolutely and forever Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectivelyexcept as expressly provided below, the “Seller’s Released Buyer Parties hereby release the Seller Parties,” , and each a “Seller’s Released Party”)the Seller Parties hereby release the Buyer Parties, from any and all causes of action, actions, judgments, liens, damages, Losses (as defined in the Amended Purchase Agreement), costs, claims, obligations liabilities, expenses, and liabilities of every kind and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kinddemands whatsoever, whether known or unknown, anticipated suspected or unanticipatedunsuspected (collectively, past “Claims”), which they ever had, now have, or presenthereafter can, contingent shall or fixedmay have, direct for, upon or indirectby reason of any act, secured omission, misrepresentation, breach, transaction, practice, conduct, matter, cause, operation of law, effect, or unsecuredthing of any kind whatsoever, arising out of, or relating in any manner to the relationship between the Buyer Parties and Seller Parties, including, without limitation, any Claims arising out of or in any way related to the Amended Purchase Agreement (including payments of any amounts due thereunder and any Claims for indemnification thereunder); provided, however, it is expressly agreed and understood that this Agreement does not release (a) any obligations under this Agreement, (b) Buyer’s or Buyer Sub’s obligations under (i) the Note, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open accountthe Amended Security Agreement, (iii) all claims for breach the Supply Agreement, (iv) the Amended Purchase Agreement to satisfy the Assumed Liabilities (as defined in the Amended Purchase Agreement), (v) Sections 9.3(b)(v), 10.5 and 10.7 of the covenant Amended Purchase Agreement, (vi) the Amended Restriction Agreement, (vii) the Xxxx Employment Agreement (as defined in the Amended Purchase Agreement) as modified by the Xxxx Agreement, and (viii) that certain Assignment and Assumption of good faith Business Property Lease, dated October 1, 2008, by and fair dealingbetween Seller and Buyer, interference with contract, interference with prospective business advantage, negligence(c) Seller’s or the Shareholders’ obligations under (i) clause (v) of Section 9.2(b) of the Amended Purchase Agreement, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to (ii) the Agreement or the Voluntary Commitment Amended Restriction Agreement, and(d) Seller’s obligations from and after the Effective Date under the Seller Non-Competition Agreement (as defined in the Amended Purchase Agreement, (e) Xxxxxx’x obligations from and after the Effective Date under the Xxxxxx Non-Competition Agreement (as defined in the Amended Purchase Agreement) as modified by the Xxxx Agreement, (f) Xxxx’x obligations from and after the Effective Date under (i) the Xxxx Non-Competition Agreement (as defined in the Amended Purchase Agreement) as modified by the Xxxx Agreement and (ii) the Xxxx Employment Agreement (as defined in the Amended Purchase Agreement) as modified by the Xxxx Agreement, and (g) CNH’s obligations under the Supply Agreement.

Mutual Release. (a) Effective upon satisfaction In partial consideration of the Termination Conditionsconsummation of the transactions set forth herein, Buyer Seller, for itself and its successors, assigns, agents and affiliates (collectively, including Seller, the "Seller Releasers"), hereby forever fully, irrevocably and unconditionally releases and discharges absolutely and forever Seller the Company and its present and former parents, subsidiaries, affiliates, divisionssubsidiaries (direct and indirect), stockholders, membersdirectors, officers, partners, predecessorsmembers, successorsemployees, agents, directors, sureties, officers, employees, representatives, attorneys lenders (and accountants agents related thereto) and representatives (collectivelyrespectively, the “Seller’s "Company Released Parties,” and each a “Seller’s Released Party”), ") from any and all actions, suits, claims, demands, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, promises, judgments, liabilities or obligations of any kind whatsoever in law or equity and liabilities causes of action of every kind and nature whatsoever which now exist nature, or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise otherwise (including claims for damages, costs, expenses, and attorneys', brokers' and accountants' fees and expenses) arising out of or have been or could have been asserted with respect related to Seller's ownership of the matters addressed in Shares, the Agreement repurchase of the Shares hereunder, the Customer Accounts, any accounts receivable relating to such Customer Accounts, or the Voluntary Commitment PERS Agreement. , which the Seller Releasers (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of them) can, shall or may have against the Buyer’s Company Released Parties which relate in (or any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (bthem), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated or unanticipatedand that now exist, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims other than a claim for breach of this Agreement (collectively, "Seller Released Claims"). Each of the covenant of good faith and fair dealingSeller Releasers hereby irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, interference with contract, interference with prospective business advantage, negligenceaction, or foreclosureproceeding of any kind, in any court or before any tribunal, against any Company Released Party based upon any Seller Released Claim. Seller, on behalf of itself and each of the Seller Releasers, hereby acknowledges that such person has been advised by legal counsel and waives and relinquishes all rights and benefits under any statute or regulation that states, in substance: "A general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known to him must have materially affected his settlement with the debtor." Seller, on behalf of itself and each of the Seller Releasers, acknowledges that such person may have sustained damage, loss, cost or expense that is presently unknown or unsuspected, and that such damage, loss, cost or expense as may have been sustained may give rise to additional damage, loss, cost or expense in the future. Nevertheless, Seller, on behalf of itself and each of the Seller Releasers, acknowledges that this Section 1.4(a) has been negotiated and agreed upon in light of this situation and expressly waives any and all rights which such person may have under any such applicable state or federal statute or common law principle relating to the release of claims. 4820-4970-2750.11 (b) In partial consideration of the consummation of the transactions set forth herein, the Company, for itself and its successors, assigns, agents and affiliates (collectively, including the Company, the "Company Releasers"), hereby forever fully, irrevocably and unconditionally releases and discharges Seller and its affiliates, subsidiaries (direct and indirect), stockholders, directors, officers, partners, members, employees, agents, lenders (and agents related thereto) and representatives (respectively, the "Seller Released Parties") from any and all actions, suits, claims, demands, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, promises, judgments, liabilities or obligations of any kind whatsoever in law or equity and causes of action of every kind and nature, or otherwise (including claims for damages, costs, expenses, and attorneys', brokers' and accountants' fees and expenses) arising out of or related to Seller's ownership of the Shares, the repurchase of the Shares hereunder, the Customer Accounts, any violation accounts receivable relating to such Customer Accounts, or the PERS Agreement, which the Company Releasers (or any of them) can, shall or may have against the Seller Released Parties (or any of them), whether known or unknown, suspected or unsuspected, unanticipated as well as anticipated and that now exist, other than a claim for breach of this Agreement (collectively, "Company Released Claims"). Each of the Company Releasers hereby irrevocably agrees 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 statutekind, ordinancein any court or before any tribunal, against any Seller Released Party based upon any Company Released Claim. The Company, on behalf of itself and each of the Company Releasers, hereby acknowledges that such person has been advised by legal counsel and waives and relinquishes all rights and benefits under any statute or regulation that states, in substance: "A general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known to him must have materially affected his settlement with the debtor." The Company, on behalf of itself and each of the Company Releasers, acknowledges that such person may have sustained damage, loss, cost or expense that is presently unknown or unsuspected, and that such damage, loss, cost or expense as may have been sustained may give rise to additional damage, loss, cost or expense in the future. Nevertheless, the Company, on behalf of itself and each of the Company Releasers, acknowledges that this Section 1.4(b) has been negotiated and agreed upon in light of this situation and expressly waives any and all rights which such person may have under any such applicable state or federal statute or common law principle relating in any way to the Agreement or the Voluntary Commitment Agreement, andrelease of claims.

Mutual Release. (a) Effective upon satisfaction Each of SIR Corp. and the Termination ConditionsFund, Buyer releases for and discharges absolutely on its own behalf and forever Seller and on behalf of its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agentsAffiliates, directors, sureties, officers, employees, representatives, attorneys officers and accountants current Trustees (collectively, collectively the “Seller’s Released Parties,” and each a “Seller’s Released PartySIR Releasors”), hereby remises, releases and forever discharges the Xxxxx Holders and their respective Affiliates, and all of their respective past and present shareholders, trustees, officers and directors, as the case may be (collectively the “Xxxxx Releasees”) of and from any and all claimsclaims and any and all manner of action and actions, obligations cause and liabilities causes of action, suits, debts, dues, sums of money, expenses, general damages, special damages, costs and demands of any and every kind and nature whatsoever which the SIR Releasors ever had, now exist have or heretofore hereafter can, shall or may have existed in favor of Buyer against the Xxxxx Releasees for or by reason of, or arising out of, any of the Seller’s Released Parties which relate in any way act or omission pertaining to the Agreement affairs of SIR Corp. or the Voluntary Commitment Agreement Fund or which arise out of their respective Affiliates that occurred on or have been or could have been asserted with respect prior to the matters addressed date of this Agreement, provided that for greater certainty this release shall not apply in the respect of any breach of this Agreement or the Voluntary Commitment Agreementby a Xxxxx Releasee. (b) Effective upon satisfaction Each Janes Holder, for and on its own behalf and on behalf of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants Affiliates (collectively, collectively the “Buyer’s Released Parties” and each a “Buyer’s Released PartyXxxxx Releasors”), hereby remises, releases and forever discharges SIR Corp., the Fund and their respective Affiliates, and all of their respective past and present shareholders, trustees, officers and directors, as the case may be (collectively the “SIR Releasees”) of and from any and all claimsclaims and any and all manner of action and actions, obligations cause and liabilities causes of action, suits, debts, dues, sums of money, expenses, general damages, special damages, costs and demands of any and every kind and nature whatsoever which the Xxxxx Releasors ever had, now exist have or heretofore hereafter can, shall or may have existed in favor of Seller against the SIR Releasees for or by reason of, or arising out of, any of the Buyer’s Released Parties which relate in any way act or omission pertaining to the Agreement affairs of SIR Corp. or the Voluntary Commitment Agreement Fund or which arise out of their respective Affiliates that occurred on or have been or could have been asserted with respect prior to the Agreement or the Voluntary Commitment date of this Agreement. (c) As used , provided that for greater certainty this release shall not apply in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims respect of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the this Agreement or the Voluntary Commitment Agreement, andby a SIR Releasee.

Mutual Release. (a) Effective upon satisfaction Except as provided in Section 5.1(c), effective as of the Termination ConditionsBusiness Transfer Time, Buyer releases Vistana does hereby, for itself and discharges absolutely each wholly-owned Vistana Entity and their respective Affiliates, predecessors, successors and assigns, remise, release and forever Seller discharge each Starwood Entity, their respective Affiliates, successors and its present assigns, and former parents, subsidiaries, affiliates, divisions, all Persons that at any time prior to the Business Transfer Time have been stockholders, members, partners, predecessors, successors, agents, directors, suretiesmanagers, officers, employeesagents or employees of Starwood or any such wholly-owned Starwood Entity (in each case, representativesin their respective capacities as such), attorneys and accountants their respective heirs, executors, administrators, successors and assigns (collectively, the “Seller’s Starwood Released Parties,” and each a “Seller’s Released PartyPersons”), from any and all claimsLiabilities whatsoever, obligations and liabilities whether at law or in equity (including any right of every kind and nature whatsoever which now exist contribution), whether arising under any contract or heretofore agreement, by operation of law or otherwise, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed in favor of Buyer against any on or before the Business Transfer Time, whether or not known as of the Seller’s Released Parties which relate Business Transfer Time, including in connection with the transactions and all other activities to implement the Internal Reorganization, the Asset Purchase and the Distribution. Without limitation, the foregoing release includes a release of any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted rights and benefits with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer such Liabilities that each Vistana Entity and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partnersrespective Affiliates, predecessors, successorssuccessors and assigns, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, now has or in the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore future may have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims conferred upon them by virtue of any kindstatute or common law principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release, whether known if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, Vistana hereby acknowledges that it is aware that factual matters now unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, anticipated or unanticipatedunanticipated and unsuspected, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach and it further agrees that this release has been negotiated and agreed upon in light of contract, fraud, indemnification, goods or services had that awareness and received, or open account, (iii) all claims for breach it nevertheless hereby intends to release the Starwood Released Persons from the Liabilities described in the first sentence of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, andthis Section 5.1(a).

Mutual Release. (a) Effective upon satisfaction as of the Termination ConditionsClosing, Buyer in consideration of the mutual covenants and agreements contained herein, including the consideration to be received by him or her, each of the Sellers (each, a “Seller Releasing Person”) hereby irrevocably releases and forever discharges absolutely Buyer, the Company and forever Seller and its present and former their respective parents, subsidiariesSubsidiaries, affiliatesAffiliates (other than a Seller Releasing Person to the extent that such Seller Releasing Person would be deemed such an Affiliate for purposes of this Agreement), divisionsdivisions and predecessors and their respective past and present shareholders, stockholdersdirectors, officers, members, partnersmanagers, predecessors, successorspartners (general or limited), agents, directorsemployees and Affiliates (other than Seller Releasing Persons to the extent that they would be deemed Affiliates for purposes of this Agreement), suretiesand the successors, officersheirs, employeesassigns, representatives, attorneys executors and accountants administrators to the foregoing (collectively, the “Seller’s Buyer Released Parties,” and each a “Seller’s Released PartyPersons”), of and from any and all manner or causes of action and actions, claims, obligations suits, rights, debts, sums of money, covenants, contracts, damages and judgments whatsoever, in law or in equity, which such Seller Releasing Person ever had, now has or which he hereafter can, shall or may have, against the Buyer Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter relating to the Company, and arising at any time on or prior to the Closing Date, whether in such Seller Releasing Person’s capacity as an equityholder, director, officer, holder of Indebtedness or otherwise, and the Buyer Released Persons shall not have liability with respect thereto; provided, however, that such release shall not cover claims or liabilities of every kind for amounts owed pursuant to, or other rights set forth in, or other claims arising in connection with this Agreement or any agreement ancillary to this Agreement; provided further that, notwithstanding the preceding proviso, such release shall be deemed an irrevocable waiver and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any release by the Sellers of the Seller’s Released Parties which relate in Company and its Subsidiary from any way to right of contribution or right of indemnity from or against the Agreement Company or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted its Subsidiary with respect to any indemnification payments by the matters addressed in Sellers to the Agreement or the Voluntary Commitment Buyer Indemnified Parties pursuant to this Agreement. (b) Effective upon satisfaction as of the Termination ConditionsClosing, Seller in consideration of the mutual covenants and agreements contained herein, including the consideration to be received, each of Buyer and the Company (each, a “Buyer Releasing Person”) hereby irrevocably releases and forever discharges absolutely each of the Sellers and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, their successors, agentsheirs, directorsassigns, sureties, officers, employees, representatives, attorneys executors and accountants administrators (collectively, the “Buyer’s Seller Released Parties” and each a “Buyer’s Released PartyPersons”), of and from any and all manner or causes of action and actions, claims, obligations suits, rights, debts, sums of money, covenants, contracts, damages and liabilities judgments whatsoever, in law or in equity, which such Buyer Releasing Person ever had, now has or which he hereafter can, shall or may have, against the Seller Released Persons, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way matter relating to the Company, and arising at any time on or prior to the Closing Date, whether in such Buyer Releasing Person’s capacity as an equityholder or otherwise, and the Seller Released Persons shall not have liability with respect thereto; provided, however, that such release shall not cover claims or liabilities for amounts owed pursuant to, or other rights set forth in, or other claims arising in connection with this Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect any agreement ancillary to the Agreement or the Voluntary Commitment this Agreement. (c) As used Each Seller Releasing Person acknowledges and agrees that the release set forth in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) this Section 10.7 applies to all claims or liabilities of any kindnature whatsoever, whether at law or in equity, whether known or unknown, anticipated fixed or unanticipatedcontingent, past suspected or presentunsuspected, contingent foreseen or fixedunforeseen, direct that it may have against the Buyer or indirectthe Company or any of their respective Affiliates with respect to the matters being released hereunder. Each Seller Releasing Person expressly acknowledges that he or she is familiar with Section 1542 of the California Civil Code, secured or unsecuredwhich 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. (iid) Each Buyer Releasing Person acknowledges and agrees that the release set forth in this Section 10.7 applies to all claims for alleged breach or liabilities of contractany nature whatsoever, fraudwhether at law or in equity, indemnificationwhether known or unknown, goods fixed or services had and receivedcontingent, suspected or unsuspected, foreseen or unforeseen, that it may have against the Sellers, or open accountany of their respective successors, (iii) all claims for breach heirs, assigns, executors and administrators with respect to the matters being released hereunder. Each Buyer Releasing Person expressly acknowledges that it is familiar with Section 1542 of the covenant California Civil Code, 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. (e) Each Seller Releasing Person and Buyer Releasing Person acknowledges that the significance and consequence of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, this waiver of Section 1542 of the California Civil Code is that even if he or foreclosure, she or for any violation it should eventually suffer additional damages arising out of any statute, ordinance, claims or regulation relating liabilities released in any way to the Agreement or the Voluntary Commitment this Agreement, andhe or she or it will not be able to make any claim for those damages. Each Seller Releasing Person and Buyer Releasing Person expressly waives and relinquishes any and all rights and benefits which he may have under Section 1542 of the California Civil Code.

Mutual Release. (a) Effective upon satisfaction Piedmont, on behalf of the Termination Conditions, Buyer releases itself and discharges absolutely and forever Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants each of Piedmont’s Related Parties (collectively, the “SellerPiedmont Releasing Parties”) hereby voluntarily and unconditionally release and forever discharge GNGC and each of GNGC’s Related Parties (collectively, the “GNGC Released Parties,” and each a “Seller’s Released Party”), ) from any and all claims, obligations and demands, rights, actions, causes of action, damages, obligations, liabilities or injuries of every any kind and or nature whatsoever which now exist whether arising under law or heretofore have existed in favor of Buyer against equity, whether known or unknown, whether asserted or unasserted, whether fixed or contingent, that any of the Seller’s Piedmont Releasing Parties have or may have, now or in the future, that arise out of, relate to, or result from the LLC Agreement occurring from the beginning of time to the Closing Date, including any act or omission of the GNGC Released Parties which relate in any way to the extent relating to or arising under the LLC Agreement (the “Piedmont Released Claims”); provided, however, that the Piedmont Released Claims shall not include any claims arising out of (a) this Agreement or (b) the Voluntary Commitment portions of the LLC Agreement that, by the terms of the LLC Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment this Agreement, survive Closing. (b) Effective upon satisfaction GNGC, on behalf of the Termination Conditions, Seller releases itself and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants each of GNGC’s Related Parties (collectively, the “BuyerGNGC Releasing Parties”) hereby voluntarily and unconditionally release and forever discharge Piedmont and each of Piedmont’s Related Parties (collectively, the “Piedmont Released Parties” and each a “Buyer’s Released Party”), ) from any and all claims, obligations and demands, rights, actions, causes of action, damages, obligations, liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims injuries of any kindkind or nature whether arising under law or equity, whether known or unknown, anticipated whether asserted or unanticipatedunasserted, past whether fixed or presentcontingent, contingent that any of the GNGC Releasing Parties have or fixedmay have, direct now or indirectin the future, secured or unsecuredthat arise out of, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and receivedrelate to, or open accountresult from the LLC Agreement occurring from the beginning of time to the Closing Date, (iii) all claims for breach including any act or omission of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way Piedmont Released Parties to the extent relating to or arising under the LLC Agreement (the “GNGC Released Claims”); provided, however, that the GNGC Released Claims shall not include any claims arising out of (a) this Agreement or (b) the Voluntary Commitment portions of the LLC Agreement that, by the terms of the LLC Agreement or this Agreement, andsurvive Closing. (c) For purposes of this Agreement, “Related Parties” means a Person’s past and present Affiliates, parent, members, managers, officers, directors, stockholders, partners, agents, employees, accountants, attorneys, representatives, personal representatives, estates, administrators, heirs, executors, trustees, predecessors, successor and assigns.

Mutual Release. (a) Effective upon satisfaction Each Seller, on behalf of the Termination Conditions, Buyer releases and discharges absolutely and forever such Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants each of such Seller’s Related Persons (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released PartySeller Releasors”), hereby releases and forever discharges the Buyer, the Acquired Companies and each of their respective individual, joint or mutual, past, present and future Related Persons and their respective representatives, successors and assigns (collectively, the “Seller Releasees”) from any and all claims, demands, Proceedings, causes of action and judgments that any respective Seller Releasor now has, has ever had or may hereafter have against the Seller Releasees and from any and all Contracts, debts, liabilities and obligations and liabilities of every kind and nature whatsoever which that any such Seller Releasee now exist has, has ever had or heretofore may hereafter have existed to or in favor of any such Seller Releasors, in each case of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) arising contemporaneously with or before the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or before the Closing Date (in any case other than (i) any obligations of the Buyer against arising under this Agreement or any Ancillary Agreement, (ii) any claims, demands, Proceedings, causes of action and judgments, Contracts, debts, liabilities or obligations that are unrelated to the transactions contemplated hereby (it being agreed that any of the foregoing that are related to the Acquired Companies shall be deemed to be related to the transactions contemplated hereby and not the subject of this clause (ii)), (iii) any claims, actions, demands, damages or liabilities of Management Seller or any Management Holder on account of, arising out of, relating to or under any Employment and Confidentiality Agreement, the Share Distribution and Acquisition Agreements or any employment, director or officer arrangement or relationship with any Acquired Company or the Buyer, including rights to earned but unpaid wages or compensation, unpaid vacation and unreimbursed business expenses, or under any Plans post-Closing (but expressly excluding any rights or remedies under each employment agreement set forth under the caption “Management Agreements” on Section 4.12(a) of the Disclosure Schedules, which will be terminated effective on or prior to Closing) and (iv) Fraud) (collectively, the “Seller Released Claims”). Each Seller hereby irrevocably covenants to refrain from, and to cause each of its Related Persons to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any Proceeding of any kind against any Seller Releasee, based upon any Seller Released Claim. Buyer and each of the Management Holders acknowledges that each Management Holder is a Related Person of the Management Seller and a Seller Releasor and Buyer Releasee (as defined below) hereunder. Notwithstanding anything to the contrary in this Section 6.16, no Seller, whether on behalf of itself or its Related Persons, is releasing any other Seller or such other Seller’s Released Parties which relate Related Persons (other than, in each case, the Acquired Companies) under this Section 6.16(a). For the avoidance of doubt, other than Buyer’s obligation to pay the Purchase Price in accordance with this Agreement, Buyer and its Affiliates (including the Acquired Companies following the Closing) shall have no obligation to make any way payment or distribution to the Agreement Management Seller or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted any other party with respect to the matters addressed in the Agreement CFC I Promote Interests or the Voluntary Commitment AgreementCFC II Promote Interests, whether arising out of or resulting from the transactions contemplated hereby or any other event, circumstance or occurrence. The Sellers agree that any payment in respect of the CFC I Promote Interests and CFC II Promote Interests shall be made on the Closing Date in accordance with the Waterfall and, upon such payment, all obligations with respect thereto shall be fully and finally satisfied. This Section 6.16(a) is not intended to eliminate, diminish or reduce any obligation of any Acquired Company set forth in its organizational documents or as contemplated by Section 6.3 to provide indemnity to any Management Holder in his or her capacity as employee, officer or director of such Acquired Company. For the avoidance of doubt, this Section 6.16(a) is not intended to limit eliminate, diminish or reduce (1) any obligation of any Acquired Company set forth in its organizational documents to provide indemnity to any Management Holder in his or her capacity as employee, officer or director of any such Acquired Company, (2) any obligation of the Buyer or the Acquired Companies under Section 6.3, or (3) any right to exculpation, indemnification or advancement of funds to any Management Holder in his or her capacity as employee, officer or director of any such Acquired Company, or any related rights to coverage under any director and officer liability insurance policy. (b) Effective upon satisfaction The Buyer, on behalf of itself and each of its Related Persons including the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants Acquired Companies (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released PartyBuyer Releasors”), hereby releases and forever discharges the Sellers and each of their respective individual, joint or mutual, past, present and future Related Person and their respective representatives, successors and assigns (collectively, the “Buyer Releasees”) from any and all claims, demands, Proceedings, causes of action and judgments that any respective Buyer Releasor now has, has ever had or may hereafter have against the Buyer Releasees and from any and all Contracts, debts, liabilities and obligations and liabilities of every kind whatsoever which that any such Buyer Releasee now exist has, has ever had or heretofore may hereafter have existed to or in favor of Seller against any such Buyer Releasors, in each case of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) arising contemporaneously with or before the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or before the Closing Date (in any case other than (i) any obligations of the Sellers arising under this Agreement or any Ancillary Agreement, (ii) any claims, demands, Proceedings, causes of action and judgments, Contracts, debts, liabilities or obligations that are unrelated to the transactions contemplated hereby (it being agreed that any of the Buyer’s Released Parties which relate in any way foregoing that are related to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect Acquired Companies shall be deemed to be related to the Agreement transactions contemplated hereby and not the subject of this clause (ii)) and (iii) Fraud) (collectively, the “Buyer Released Claims”). The Buyer hereby irrevocably covenants to refrain from, and to cause each of its Related Persons to refrain from, directly or the Voluntary Commitment Agreementindirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any Proceeding of any kind against any Buyer Releasee, based upon any Buyer Released Claim. (c) As used in paragraphs The Seller Releasors and the Buyer Releasors have been made aware of, and understand, the provisions of California Civil Code Section 1542 (a) and (b“Section 1542”), which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Seller Releasors and the term “claimsBuyer Releasors expressly, obligations knowingly, and liabilities” includesintentionally waive any and all rights, but is not limited tobenefits, (i) all claims and protections of Section 1542 and of any kind, whether known other state or unknown, anticipated federal statute or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach common law principle limiting the scope of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, anda general release.

Mutual Release. (a) Effective upon satisfaction as of the Termination ConditionsClosing, Buyer releases each Seller (on behalf of itself and discharges absolutely its Affiliates) hereby releases, acquits, and forever Seller discharges each Company Entity, its Affiliates, and its present their respective successors and former parentsassigns, subsidiariesdirectors, affiliates, divisions, stockholdersofficers, members, partnersshareholders, predecessorsemployees, successorsmanagers, agents, directors, sureties, officers, employees, representatives, attorneys and accountants representatives (collectively, the “Seller’s Company Released Parties,” and each a “Seller’s Released Party”), from any and all claims, obligations and liabilities of every kind and nature whatsoever which now exist Claims that such Seller (or heretofore its Affiliates) has or may have existed in favor of Buyer against any of the Seller’s Company Released Parties which relate for any matter, transaction, act or omission arising under or in connection with any way of the Company Released Parties, known or unknown, during the period prior to and including the Agreement Closing Date, other than obligations or Claims arising under or in connection with this Agreement, the Voluntary Commitment Agreement transactions contemplated hereby and any other agreements between Sellers or which arise out of their Affiliates and the Company Entities or have been or could have been asserted with respect to their Affiliates that survive the matters addressed in the Agreement or the Voluntary Commitment AgreementClosing. (b) Effective upon satisfaction as of the Termination ConditionsClosing, Seller releases the Company Entities and discharges absolutely Buyer (on behalf of itself and their Affiliates) hereby release, acquit, and forever Buyer discharge each Seller, its Affiliates (other than the Company Entities) and its present their respective successors and former parentsassigns, subsidiariesdirectors, affiliates, divisionsofficers, members, shareholders, employees, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants representatives (collectively, the “Buyer’s Seller Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist Claims that the Company Entities (or heretofore Buyer has) have existed in favor of Seller or may have against any of the Buyer’s Seller Released Parties which relate for any matter, transaction, act or omission arising under or in connection with any way of the Seller Released Parties, known or unknown, during the period prior to and including the Agreement Closing Date, other than obligations or Claims arising under or in connection with this Agreement, the Voluntary Commitment Agreement transactions contemplated hereby and any other agreements between Sellers or which arise out of their Affiliates and the Company Entities or have been or could have been asserted with respect to their Affiliates that survive the Agreement or the Voluntary Commitment AgreementClosing. (c) As used The Parties agree that the limits imposed on each Party’s remedies with respect to this Agreement and the transactions contemplated hereby were specifically bargained for between sophisticated parties and were specifically taken into account in paragraphs (a) the determination of the amount to be paid to Sellers hereunder. Each Party acknowledges that the Laws of many states provide substantially the following: “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.” 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 the Closing, such Party shall be deemed to waive any such provision and (b), acknowledges that such Party may hereafter discover facts in addition to or different from those which it now knows or believes to be true with respect to the term “claims, obligations and liabilities” includessubject matter of the claims released pursuant to this Section 7.05, but is not limited tothat it intends to and, (i) by operation of this Agreement shall have, fully, finally and forever waived and released any and all claims of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way thereunder without regard to the Agreement subsequent discovery of existence of such different or the Voluntary Commitment Agreement, andadditional facts.

Mutual Release. (a) Effective upon satisfaction the Closing, each Seller, on its own behalf, and on behalf of its post-Closing Affiliates, hereby knowingly and voluntarily irrevocably waives, releases, and forever discharges, to the fullest extent permitted by applicable Law, each of the Termination ConditionsAcquired Entities from and against any and all rights, Buyer releases claims, defenses, affirmative defenses, setoffs, counterclaims, demands, Liabilities, and discharges absolutely actions and forever causes of action of whatever kind or nature, whether known or unknown, which such Seller and or its present and former parentspost-Closing Affiliates may have or assert now or in the future, subsidiariesagainst the Acquired Entities or any of their respective officers, affiliatesdirectors, divisionsmanagers, stockholderspartners, members, partnersother equityholders, predecessors, successorsemployees, agents, directorscounsel, suretiesaccountants, officersfinancial advisors, employeesengineers, representativesconsultants, attorneys other advisors and accountants (collectively, the “Seller’s Released Parties,” successors and each a “Seller’s Released Party”), from any and all claims, obligations and liabilities assigns of every kind and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way foregoing, whether known or unknown, to the extent relating to any facts, conditions, transactions, events or circumstances prior to Closing, in each case, except in the event of Fraud of Buyer or Buyer Parent; provided that nothing contained in this Section 7.8(a) shall release, waive, relinquish, discharge or otherwise affect the rights or obligations of any party hereto to the extent arising under this Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment AgreementTransaction Documents. (b) Effective upon satisfaction the Closing, each Acquired Entity, on its own behalf, and on behalf of the Termination Conditionsits post-Closing Affiliates, Seller releases hereby knowingly and discharges absolutely voluntarily irrevocably waives, releases, and forever Buyer discharges, to the fullest extent permitted by applicable Law, each Seller and its present post-Closing Affiliates from and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from against any and all rights, claims, obligations defenses, affirmative defenses, setoffs, counterclaims, demands, Liabilities, and liabilities actions and causes of every action of whatever kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kindnature, whether known or unknown, anticipated which any such Acquired Entity or unanticipatedits post-Closing Affiliate may have or assert now or in the future, past against the Acquired Entities or presentany of their respective officers, contingent directors, managers, partners, members, other equityholders, employees, agents, counsel, accountants, financial advisors, engineers, consultants, other advisors and successors and assigns of any of the foregoing whether known or fixedunknown, direct to the extent relating to any facts, conditions, transactions, events or indirectcircumstances prior to Closing, secured in each case, except in the event of Fraud of Sellers; provided that nothing contained in this Section 7.8(b) shall release, waive, relinquish, discharge or unsecured, otherwise affect (i) the rights or obligations of any party to the extent arising or under this Agreement or the Transaction Documents or (ii) all claims for alleged breach actions and causes of contractaction which any such Acquired Entity or its post-Closing Affiliate may have against any employees, fraudcounsel, indemnificationaccountants, goods or services had engineers and received, or open account, (iii) all claims for breach consultants of the covenant of good faith Company Group and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation successors and assigns of any statuteof the foregoing, ordinancein each case, or regulation relating in any way to the Agreement extent relating to such Persons’ actual intentional fraud or embezzlement of funds against any of the Voluntary Commitment Agreement, andAcquired Entities prior to Closing.

Mutual Release. 7.1 In consideration of the mutual premises and releases herein contained: (a) YINFU does hereby with effect from the Effective upon satisfaction Date, fully and forever release and discharge each of the Termination Conditions, Buyer releases EFI and discharges absolutely and forever Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, their respective successors, agentsassigns, directors, sureties, officers, employees, representatives, attorneys employees and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released Party”)agents, from any and all claims, obligations demands, agreements, contracts, covenants, representations, warranties, promises, undertakings, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, accounts, damages, judgments, losses and liabilities liabilities, of every whatsoever kind and nature whatsoever or nature, in law, equity or otherwise, whether known or unknown, whether or not concealed or hidden, which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement them it has had, may have had or the Voluntary Commitment Agreement now has, or which arise out any of its successors or assigns hereafter can, shall or may have, whether arising from or in connection with the Sale & Purchase Agreement, up to and including the Effective Date including, without limitation, any and all claims which were or might have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement.asserted; And (b) YINFU does hereby with effect from the Effective upon satisfaction of the Termination ConditionsDate, Seller releases and discharges absolutely fully and forever Buyer release and its present discharge EFI and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, their respective successors, agentsassigns, directors, sureties, officers, employees, representatives, attorneys employees and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”)agents, from any and all claims, obligations and liabilities demands, agreements, contracts, covenants, representations, warranties, promises, undertakings, actions, suits, causes of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b)action, the term “claimsobligations, obligations controversies, debts, costs, expenses, accounts, damages, judgments, losses and liabilities” includes, but is not limited toof whatsoever kind or nature, (i) all claims of any kindin law, equity or otherwise, whether known or unknown, anticipated whether or unanticipatednot concealed or hidden, past which against any of them it has had, may have had or presentnow has, contingent or fixedwhich any of its successors or assigns hereafter can, direct shall or indirectmay have, secured whether arising from or unsecuredin connection with the Consideration Shares, (ii) up to and including the Effective Date including, without limitation, any and all claims for alleged breach which were or might have been asserted; and (c) EFI does hereby with effect from the Effective Date, fully and forever release and discharge YINFU and their respective successors, assigns, directors, officers, employees and agents, from any and all claims, demands, agreements, contracts, covenants, representations, warranties, promises, undertakings, actions, suits, causes of contractaction, fraudobligations, indemnificationcontroversies, goods debts, costs, expenses, accounts, damages, judgments, losses and liabilities, of whatsoever kind or services nature, in law, equity or otherwise, whether known or unknown, whether or not concealed or hidden, which against any of them it has had, may have had and receivedor now has, or open accountwhich any of its successors or assigns hereafter can, (iii) shall or may have, whether arising from or in connection with the Sale & Purchase Agreement, up to and including the Effective Date including, without limitation, any and all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, which were or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, andmight have been asserted.

Mutual Release. (a) Effective upon satisfaction The Company, for and on behalf of the Termination Conditions, Buyer releases and discharges absolutely and forever Seller itself and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys successors and accountants (collectivelyassigns, the “Seller’s Released Parties,” hereby fully and completely releases and forever discharges each a “Seller’s Released Party”)Purchaser, and both of them, from and against, and on account of, any and all claims, obligations demands, actions, causes of action, liabilities, obligations, debts, damages, costs, expenses, attorney's fees and liabilities payments of any and every kind and nature whatsoever whatsoever, whether express or implied, known or unknown, matured or contingent, suspected or unsuspected which now exist the Company has, has had or heretofore may hereafter have existed in favor against the Purchasers, of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise them, arising out of or have been relating to any matter or could have been asserted thing whatsoever, including without limitation the Debentures and the Transaction Documents, the transactions contemplated therein, the execution thereof or the conduct of the parties relating thereto, excepting only (AA) the Warrant held by such Purchaser (BB) to the extent provided in the Warrant, the applicable defined terms in Section 1.2 of the Securities Purchase Agreement, (CC) with respect to any modifications, changes or amendments to the matters addressed Infineon Warrant, Section 7.12 of the Securities Purchase Agreement, (DD) the definition of "Market Price" in each applicable Debenture, and (EE) the Agreement Registration Rights Agreement, provided that the definition of "Registrable Securities" contained therein shall not include Conversion Shares or the Voluntary Commitment Agreementany shares of capital stock issued in respect of Conversion Shares. (b) Effective upon satisfaction Each Purchaser, for and on behalf of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer itself and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys successors and accountants (collectivelyassigns, hereby fully and completely releases and forever discharges the “Buyer’s Released Parties” Company, and each a “Buyer’s Released Party”)any and all of them, from and against, and on account of, any and all claims, obligations demands, actions, causes of action, liabilities, obligations, debts, damages, costs, expenses, attorney's fees and liabilities payments of any and every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kindnature whatsoever, whether express or implied, known or unknown, anticipated matured or unanticipatedcontingent, past suspected or presentunsuspected which such Purchaser has, contingent has had or fixedmay hereafter have against the Company, direct arising out of or indirectrelating to any matter or thing whatsoever, secured including without limitation the Debentures and the Transaction Documents, the transactions contemplated therein, the execution thereof or unsecuredthe conduct of the parties relating thereto, excepting only (AA) the Warrant held by such Purchaser (BB) to the extent provided in the Warrant, the applicable defined terms in Section 1.2 of the Securities Purchase Agreement, (iiCC) all claims for alleged breach with respect to any modifications, changes or amendments to the Infineon Warrant, Section 7.12 of contract, fraud, indemnification, goods or services had and received, or open accountthe Securities Purchase Agreement, (iiiDD) all claims for breach the definition of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, and"Market

Mutual Release. (a) Effective upon satisfaction In full and complete settlement of any and all claims which Privia or any of the Termination ConditionsCovenantors has had, Buyer releases now has, or may in the future have against the Company, and discharges absolutely any and all claims which the Company has had, now has, or may in the future have against Privia or the Covenantors arising out of acts occurring on or before the date of this Settlement Agreement as it relates to the MSA, and in consideration of all of the covenants, terms, and conditions contained herein. The Parties each unconditionally and irrevocably release, waive and forever Seller and its present and former discharge each other, together with each of their respective predecessors, successors, heirs, assigns, parents, subsidiaries, affiliates, divisionsdirectors, stockholders, membersofficers, partners, predecessors, successorsemployees, agents, directors, sureties, officers, employees, representatives, representatives and attorneys and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released Party”), from from: (a) any and all claimsliabilities, obligations and liabilities obligations, duties, promises, responsibilities, fees, or indebtedness of every any kind and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which as they relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. MSA; and (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities offsets, causes of every action, suits or defenses of any kind whatsoever (if any), which now exist or heretofore the Parties might otherwise have existed in favor of Seller against any of each other and the Buyer’s Released Parties which relate in any way Parties, as it relates to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used MSA, in paragraphs either case (a) and or (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims on account of any kindagreement, contract, understanding, promise, condition, act, omission, event, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or any other matter of any kind which existed, arose or occurred at any time from the beginning of the world to the execution of this Settlement Agreement, whether direct or indirect, known or unknown, anticipated disclosed or unanticipatedundisclosed, past matured or presentnot matured, contingent discovered or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and receivedundiscovered, or open accountcontemplated or not contemplated as it relates to the MSA. This Mutual Release herein described shall not include any release, (iii) waiver or discharge for any future liability, obligation, duty, promise, responsibility, fee, or indebtedness not related to the MSA or any future claim, offset, cause of action, suit, or defense not related to the MSA, but it is intended to waive and release all claims for breach claims, including future claims, arising under or on the termination of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, andMSA.

Mutual Release. (a) Effective upon satisfaction of Excepting the Termination Conditionsobligations and limitations which are expressly set forth in this Agreement, Buyer releases Employee shall and discharges absolutely hereby does release and forever Seller discharge Employer, ADP and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, each of their respective predecessors, successors, agentsheirs, directorsparent companies, suretiesassigns, officersexecutors, administrators, Agents, employees, representatives, attorneys attorneys, affiliates (including but not limited to GridSense Pty Ltd. and accountants CHK GridSense Pty Ltd.), subsidiaries, and any and all past or present directors or officers, and any other entity, person, or employee associated with or employed by Employer or ADP, and all of them, as well as any and all persons acting or allegedly acting by, under, through or in concert with any of them (collectivelyhereinafter together with Employer and ADP, the “Seller’s Released Parties,” and each a “Seller’s Released PartyEmployer Releasees”), from against any and all claims, obligations damages, actions, causes of action, liabilities, judgments, liens, rights, debts, suits, obligations, promises, acts, costs and liabilities of every kind and nature whatsoever which now exist or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. expenses (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includesincluding, but is not limited to, (i) all claims attorneys' fees), damages and charges of any kindwhatsoever nature, whether known or unknown, anticipated suspected or unanticipatedunsuspected, past foreseen or presentunforeseen, contingent fixed or fixedcontingent, direct or indirectever filed or prosecuted (hereinafter, secured collectively referred to as “Employee Claims”) which Employee may now have, or unsecuredclaim to have, or any time heretofore had, or claimed to have had, against Employer, ADP and/or any other Employer Releasees, or any other claim, as a result of things undertaken, said, stated, done or admitted to be done up to and including the date of execution of this Agreement. Excepting the obligations and limitations which are expressly set forth in this Agreement, Employer shall and hereby does release and forever discharge Employee and each of his heirs, assigns, executors, administrators, agents, employees, representatives, attorneys, affiliates, and any other entity, person, or employee associated with or employed by Employee, as well as any and all persons acting or allegedly acting by, under, through or in concert with any of them (iihereinafter together with Employee, “Employee Releasees”), against any and all claims, damages, actions, causes of action, liabilities, judgments, liens, rights, debts, suits, obligations, promises, acts, costs and expenses (including, but not limited to, attorneys' fees), damages and charges of whatsoever nature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, fixed or contingent, or ever filed or prosecuted (hereinafter, collectively referred to as “Employer Claims”) which Employer may now have, or claim to have, or any time heretofore had, or claimed to have had, against Employee and/or any other Employee Releasees, or any other claim, as a result of things undertaken, said, stated, done or admitted to be done up to and including the date of execution of this Agreement with regard to Employee's engagement by, employment with, or service as an officer of, Employer. The foregoing releases are intended to have the broadest lawful application and include, but are not limited to, any and all tort, contract, common law, constitutional, or statutory claims arising under state and/or federal law (in addition to those specifically released in paragraph 2(a) herein), including claims for alleged breach bodily or personal injury, injury to reputation, and emotional pain and suffering, arising out of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating related in any way to the Agreement transactions or occurrences between the Voluntary Commitment AgreementParties. Notwithstanding this release provision, andthis release does not extend to those claims which cannot be waived as a matter of law, as more specifically set forth in paragraph 2(d) below.

Mutual Release. (a) The benefits to be provided to Executive following the Transition Completion Date pursuant to this Agreement are expressly conditioned upon Executive's execution of a release, within 21 days following the Transition Completion Date, in the following form, and the Company's obligation to provide such benefits shall not become effective until 7 days after the date of execution by Executive of such release (the "Release Effective upon satisfaction Date"): "In consideration of the Termination Conditionsbenefits to be provided to Executive pursuant to the Agreement, Buyer the sufficiency of which Executive acknowledges, Executive, on behalf of himself, his family members and his and their heirs and successors, assigns, attorneys and agents, hereby releases and forever discharges absolutely and forever Seller and the Company, as well as its present and former parentsofficers, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agentsattorneys, directors, sureties, officers, employees, representativesstockholders and agents, attorneys and accountants their successors and assigns, and its employee pension benefit or welfare benefit plans and current and former trustees and administrators of such plans (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released Party”), collectively "Company Releasees") from any and all claims, obligations contracts, liabilities, damages, expenses and liabilities causes of every kind and nature whatsoever action, whether in law or in equity, known or unknown, which may have existed or which may now exist from the beginning of time to the Release Effective Date against one or heretofore have existed in favor of Buyer against any more of the Seller’s Released Parties which Company Releasees (collectively "Executive Claims"), to the extent such Executive Claims relate in any way directly or indirectly, in whole or in part to: Executive's resignation as Chief Executive Officer pursuant to Section 2 of the Agreement Agreement, the fact that Executive is or was an employee, officer, stockholder or agent of the Company; any services performed by Executive for the Company; Executive's employment or non-employment by the Company; any alleged harassment or disparagement suffered by Executive during his employment at the Company; any status, term or condition of such employment; any physical or mental harm or distress arising from such termination, employment or non-employment; any claims based upon federal, state or local laws prohibiting employment discrimination, including but not limited to claims of discrimination under the Fair Employment and Housing Act, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, or the Voluntary Commitment Employee Retirement Income Security Act of 1974; breach of contract or any other legal basis. This release also includes release of any claims for age discrimination under the Age Discrimination in Employment Act, as amended ("ADEA"). The ADEA requires that Executive be advised to consult with an attorney before Executive waives any claim under the ADEA. In addition, the ADEA provides Executive with at least 21 days to decide whether to waive claims under the ADEA and seven days after Executive signs this Agreement or which arise out to revoke that waiver. Executive understands that various federal, state and local laws prohibit age, sex, national origin, race and other forms of or have been or employment discrimination and that these laws are enforced through the U.S. Equal Employment Opportunity Commission, and similar state and local agencies. Executive understands that if he believed that his treatment by the Company had violated any of these laws, he could have been asserted consult with respect these agencies and file a charge with them. Instead, Executive has voluntarily decided to accept the matters addressed Company's offer in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller and to waive and release any and all claims he may have under such laws. The Company hereby releases and forever discharges absolutely Executive, his successors and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants assigns (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), collectively "Executive Releasees") from any and all claims, obligations demands, costs, contracts, liabilities, objections, rights, damages, expenses, compensation and liabilities actions and causes of action of every kind whatsoever nature, whether in law or in equity, known or unknown, or suspected or unsuspected, which may have existed or which may now exist from the beginning of time to the Release Effective Date, against Executive of any type, nature and description, or heretofore may have existed in favor of Seller against any of the Buyer’s Released Parties which future (collectively "Company Claims"), to the extent such Company Claims relate in any way to directly or indirectly, in whole or in part to, or are in any way connected with or based upon: the fact that Executive is or was an employee, officer, stockholder, consultant or agent of the Company; any services performed by Executive for the Company; Executive's employment or non-employment by the Company; or any status, term or condition of such employment other than any breach of Executive's Confidential Information Agreement. Nothing under the Agreement or in this release shall affect the Voluntary Commitment Agreement or parties' obligations under this Agreement, the Confidential Information Agreement, any agreement under which arise out of or have been or could have been asserted with respect to the Agreement Options were granted, the Restricted Stock Unit Agreement, or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) Indemnity Agreement between Executive and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and receivedCompany, or open account, (iii) all release Executive from any claims for breach arising from any fraudulent or illegal acts committed while he was an employee of the covenant Company. Each of good faith Executive and fair dealingthe Company expressly waive and relinquish any and all rights that such party may have under Section 1542 of the California Civil Code, interference with contractwhich reads 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, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, andWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Mutual Release. (a) Effective upon satisfaction as of 5:00 p.m. Minnesota time on March 31, 2009 (the Termination Conditions“Release Time”), Buyer releases the Corporation hereby forever discharges Xxxxxx and discharges absolutely and forever Seller and its present and former NCC, as well as NCC’s principals, agents, attorneys, assigns, successors, parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, directors and employees, representatives, attorneys and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released Party”), from any and all claims, obligations causes of action, damages, attorneys' fees, costs, disbursements and liabilities of every kind interest, and nature whatsoever which now any liabilities, known or unknown, liquidated or unliquidated, asserted or unasserted, fixed or contingent, direct or indirect, that may exist regarding or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way relating to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been claims that were asserted or could have been asserted by the Corporation or any of its affiliates through the effective date of this Agreement regarding or in connection with the business relationship between the Corporation, NCC and Xxxxxx (collectively, “Claims,” and such release, the “Corporation Release”); provided, however, that the Corporation Release shall not apply with respect to any Claims with respect to which the matters addressed in Corporation has provided written notice to Xxxxxx prior to the Agreement or Release Time. Such notice to Xxxxxx shall be delivered to F-9/PMB 523, 0000 Xxxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, XX 00000 and must set forth, with specificity, the Voluntary Commitment Agreementnature, basis and extent of such Claim that is not being released. (b) Effective upon satisfaction as of the Termination ConditionsRelease Time, Seller releases Xxxxxx and NCC, each hereby forever discharges absolutely and forever Buyer and its present and former the Corporation, as well as the Corporation’s principals, agents, attorneys, assigns, successors, parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, directors and employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now Claims that may exist regarding or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way relating to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been Claims that were asserted or could have been asserted by Xxxxxx or NCC or any of their affiliates through the effective date of this Agreement regarding or in connection with the business relationship between the Corporation, NCC and Xxxxxx (the “Xxxxxx Release”); provided, however, that the Xxxxxx Release shall not apply with respect to any Claims with respect to which Xxxxxx or NCC has provided written notice to the Agreement or Corporation prior to the Voluntary Commitment AgreementRelease Time. Such notice to the Corporation shall be delivered to x/x Xxxx X. Xxxxxxxxxx, Xxxxxx Xxxxxxx Xxxxxx & Brand, LLP, 3300 Xxxxx Fargo Center, 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000 and must set forth, with specificity, the nature, basis and extent of such Claim that is not being released. (c) As used Each of the Corporation, NCC and Xxxxxx agree to execute and deliver all documents reasonably requested by the other side to further memorialize and implement the mutual releases contemplated in paragraphs this Section 10. (ad) and For purposes of this Section 10, notices shall be deemed to have been properly given if hand delivered, sent by personal courier service, faxed or mailed by registered, certified or express mail (bpostage prepaid), with mailed notices being deemed given three days after deposit in the term “claimsU.S. Mail and all other notices being deemed given when actually given (subject, obligations and liabilities” includeshowever, but is not limited to, (i) all claims to transmission confirmation in the case of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims a notice delivered by facsimile ). A party’s address for alleged breach of contract, fraud, indemnification, goods or services had and received, or open account, (iii) all claims for breach of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way notice may be changed from time to the Agreement or the Voluntary Commitment Agreement, andtime by such party by notice given as provided herein.

Mutual Release. (a) Effective upon satisfaction of the Termination ConditionsAs a material inducement to Michaels to enter into this Agreement, Buyer releases Employee hereby irrevocably and discharges absolutely unconditionally releases, acquits, and forever Seller discharges Michaels and its each of Michaels’ present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, assigns, agents, directors, sureties, officers, employees, representatives, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such divisions, subsidiaries and accountants affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released PartyReleasees”), or any of them, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including without limitation attorney’s fees and costs actually incurred), of any nature whatsoever (other than liabilities, claims, obligations and liabilities of every kind and nature whatsoever other rights arising solely under this Agreement or incurred prior to the Termination Date hereof under Michaels’ Employee 401(k) Plan or Michaels’ Deferred Compensation Plan), known or unknown (“Claim” or “Claims”), which Employee now exist has, owns, or holds, or claims to have, own, or hold, or which Employee at any time heretofore have existed in favor of Buyer had, owned, or held, or claimed to have, own, or hold, against each or any of the SellerReleasees, which are (a) related to Employee’s Released Parties which relate in employment with Michaels or any way to the Agreement subsidiary or the Voluntary Commitment Agreement or which arise out affiliate of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. Michaels; (b) Effective upon satisfaction related to the termination of Employee’s employment with Michaels or any subsidiary or affiliate of Michaels, or (c) claims of age discrimination under the Termination ConditionsAge Discrimination in Employment Act of 1967, Seller releases as amended (the “ADEA”). Employee understands and discharges absolutely acknowledges that this Agreement does not waive rights or claims under the ADEA or comparable state law that may arise after the date this Agreement is executed and does not waive his right to challenge this Agreement’s waiver of ADEA claims under the Older Workers Benefit Protection Act. Employee represents and warrants to Michaels that Employee has not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, any Claim or any portion thereof or interest therein. As a material inducement to Employee to enter into this Agreement, Michaels hereby irrevocably and unconditionally releases, acquits, and forever Buyer discharges Employee and its present and former parentseach of Employee’s heirs, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successorsassigns, agents, directorsrepresentatives and attorneys, suretiesand all persons acting by, officersthrough, employees, representatives, attorneys and accountants under or in concert with any of them (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released PartyEmployee Releasees”), or any of them, from any and all claimsClaims (other than Claims arising solely under this Agreement or from any fraud or criminal misconduct by Employee), obligations and liabilities of every kind whatsoever which Michaels now exist has, owns, or holds, or claims to have, own, or hold, or which Michaels at any time heretofore have existed in favor of Seller had, owned, or held, or claimed to have, own, or hold, against each or any of the Buyer’s Released Parties which relate in any way Employee Releasees arising by or before the date this Agreement is executed by Employee. Michaels represents and warrants to the Agreement Employee that Michaels has not heretofore assigned or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, whether known or unknown, anticipated or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach of contract, fraud, indemnification, goods or services had and receivedtransferred, or open accountpurported to assign or transfer, (iii) all claims for breach of the covenant of good faith and fair dealingto any person or entity, interference with contract, interference with prospective business advantage, negligence, any Claim or foreclosure, any portion thereof or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, andinterest therein.

Mutual Release. (a) Effective upon satisfaction of If and only if the Termination ConditionsClosing occurs, Buyer the Seller, for itself, its Affiliates and its successors and assigns, and their respective Affiliates (collectively, the “Seller Releasors”), hereby forever fully and irrevocably releases and discharges absolutely Amedisys, the Buyer and forever Seller the Acquired Companies, and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, each of their respective predecessors, successors, agentsdirect or indirect Subsidiaries and past and present equityholders, managers, directors, sureties, officers, employees, representativesagents, attorneys and accountants other Representatives (collectively, the “Seller’s Buyer Released Parties,” and each a “Seller’s Released Party”), ) from any and all actions, suits, claims, obligations demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in Law or equity and liabilities causes of action of every kind and nature whatsoever which now exist nature, or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise otherwise (including, claims for damages, costs, expense, and attorneys’, brokers’, and accountants fees and expenses) arising out of or have been related to events, facts, conditions or could have been asserted with respect circumstances existing or arising prior to the matters addressed in Closing Date, which the Agreement Seller Releasors can, will or may have against the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims of any kind, 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 unanticipatedindirectly asserting any claim or demand or commencing (or causing to be commenced) any Proceeding of any kind, past in any court or presentbefore any tribunal, contingent or fixedagainst any Buyer Released Party based upon any Seller Released Claim. (b) If and only if the Closing occurs, each of the Acquired Companies and the Buyer for itself, its Affiliates and its successors and assigns, their respective Affiliates (collectively, the “Buyer Releasors”), hereby forever fully and irrevocably releases and discharges the Seller and each of its predecessors, successors, direct or indirectindirect Subsidiaries and past and present equityholders, secured managers, directors, officers, employees, agents, and other Representatives (collectively, the “Seller Released Parties”) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or unsecuredliabilities 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 after the Closing Date, which the Buyer Releasors can, will or may have against the Seller Released Parties, whether known or unknown, 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 Proceeding of any kind, in any court or before any tribunal, against any Seller Released Party based upon any Buyer Released Claim. (c) Notwithstanding anything to the contrary in this Section 7.06, neither the “Buyer Released Claims” nor the “Seller Released Claims” will include, and the provisions of this Section 7.06 will not release or otherwise diminish, (i) the obligations of any Party set forth in or arising under any provisions of this Agreement or any Related Agreement, or (ii) all any claims for alleged breach of contract, fraud, indemnification, goods or services had and receivedFraud, or open account, (iii) all any claims for breach against an insurer pursuant to any insurance coverages of the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement Buyer Releasors or the Voluntary Commitment AgreementSeller Releasors, andas applicable.

Mutual Release. Each party hereto (aeach as a "Releasing Party") Effective upon satisfaction of the Termination Conditionsfor itself, Buyer releases and discharges absolutely and forever Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agentsassigns, affiliates, officers, directors, suretiesagents and employees, does hereby release, remise and forever discharge each other party hereto and its respective successors, affiliates, assigns, officers, employeesdirectors, representatives, attorneys agents and accountants employees (collectivelycollectively with each party hereto, the “Seller’s Released Parties,” and "Releasees" of each a “Seller’s Released Party”party hereto), from any and all claims, obligations and liabilities demands, rights of every kind and action, causes of action, lawsuits, arbitrations, damages, indebtedness, liabilities, obligations, losses or expenses of any nature whatsoever which now exist and remedies therefor, duty or heretofore have existed relationship, acts, omissions, misfeasance, malfeasance, causes of action, sums of money, accounts, compensation, contracts, controversies, promises, choices in favor action, rights of Buyer against any of the Seller’s Released Parties which relate in any way to the Agreement indemnity or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed in the Agreement or the Voluntary Commitment Agreement. (b) Effective upon satisfaction of the Termination Conditions, Seller releases and discharges absolutely and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”), from any and all claims, obligations and liabilities of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b), the term “claims, obligations and liabilities” includes, but is not limited to, (i) all claims liability of any type, kind, nature, description or character whatsoever, and irrespective of how, why or by reason of what facts, whether known or unknown, anticipated suspected or unanticipatedunsuspected, past whether heretofore now existing or presenthereafter arising, contingent which could, might or fixedmay be claimed to exist, direct whether liquidated or indirectunliquidated, secured whether existing in law or unsecuredequity and whether known or unknown, (ii) all claims for alleged breach of contractforeseen or unforeseen, fraud, indemnification, goods which the Releasing Party has or services had and receivedhas had, or open accountmay hereafter claim to have had, (iii) all claims for breach of the covenant of good faith and fair dealingagainst any Releasees relating to, interference with contract, interference with prospective business advantage, negligenceconcerning, or foreclosurearising from, under or for any violation of any statutein connection with the Arbitration Proceedings, ordinance, or regulation relating in any way to the Nascobal Agreement or the Voluntary Commitment Scopolamine Agreement or the negotiation thereof or the relationships created thereunder, and any transactions and documents in connection therewith, related thereto or contemplated thereby; provided, however that nothing in this Agreement shall affect the validity or effect the rights, obligations and liabilities of the parties under this Agreement, andthe Purchase Agreement, or the other Transaction Agreements.

Mutual Release. Effective immediately subsequent to the Closing, and subject to and in consideration of Buyer’s payment of the Purchaser Price to Seller and Note Holder and the effective transfer of the Company Shares and Intercompany Debt by Seller and Note Holder, respectively, to Buyer: (a) Effective upon satisfaction Each of the Termination Conditions, Buyer Seller and Note Holder hereby releases and forever discharges absolutely the Acquired Companies and forever Seller their respective individual, joint or mutual, past and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys agents or directors (individually a “Company Releasee” and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released PartyCompany Releasees”), ) from any and all claims, obligations causes of action, demands, suits, debts, obligations, liabilities, damages, losses, costs, and liabilities expenses (including attorneys' fees) of every kind and or nature whatsoever whatsoever, known or unknown, actual or potential, suspected or unsuspected, fixed or contingent (collectively, “Claims”), which Seller or Note Holder now exist has, has ever had or heretofore may hereafter have existed in favor or discover against the respective Company Releasees arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause or event on or prior to the Closing; provided, however, that nothing contained herein shall operate to release any obligation of (i) Buyer against or Buyer Guarantor arising under this Agreement or (ii) the Acquired Companies under any Contracts related to the operation of the Seller’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the matters addressed Business in the Agreement Ordinary Course between any Acquired Company, on the one hand, and Seller, Note Holder or any Affiliate of Seller or Note Holder on the Voluntary Commitment Agreementother hand. (b) Effective upon satisfaction Buyer does hereby on behalf of the Termination Conditionseach Acquired Company, Seller releases and discharges absolutely shall cause each Acquired Company to, release and forever Buyer discharges Seller and its Note Holder and their respective individual, joint or mutual, past and present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, employees, representatives, attorneys agents or directors (individually a “Seller Releasee” and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released PartySeller Releasees”), ) from any and all claimsClaims, obligations and liabilities of every kind whatsoever which such Acquired Company now exist has, has ever had or heretofore may hereafter have existed in favor of or discover against the respective Seller against any of the Buyer’s Released Parties which relate in any way Releasees arising contemporaneously with or prior to the Agreement Closing or the Voluntary Commitment Agreement on account of or which arise arising out of any matter, cause or have been event on or could have been asserted with respect prior to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b)Closing; provided, the term “claimshowever, obligations and liabilities” includes, but is not limited to, that nothing contained herein shall operate to release any obligation of (i) all claims of any kindSeller, whether known Note Holder or unknown, anticipated Seller Guarantor arising under this Agreement or unanticipated, past or present, contingent or fixed, direct or indirect, secured or unsecured, (ii) all claims for alleged breach Seller, Note Holder or any Affiliate of contract, fraud, indemnification, goods Seller or services had and received, or open account, (iii) all claims for breach Note Holder under any Contracts related to the operation of the covenant Business in the Ordinary Course between any Acquired Company, on the one hand, and Seller, Note Holder or any Affiliate of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, Seller or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to Note Holder on the Agreement or the Voluntary Commitment Agreement, andother hand.

Mutual Release. (a) Effective upon satisfaction Subject to sections 2(c) and 2(d) hereof, the Plaintiffs, the KCI Shareholders and each of the Termination Conditionstheir respective successors, Buyer releases assigns, affiliates and discharges absolutely subsidiaries hereby irrevocably and forever Seller release, remise, cancel, acquit and its present discharge the Defendants and former parentsthe Hxxxxxxxxxx Shareholders, their respective successors, assigns, affiliates and subsidiaries, affiliatesand each of their respective officers, divisionsdirectors, stockholders, membersshareholders, partners, predecessors, successors, agents, directors, sureties, officersmembers, employees, representatives, attorneys attorneys, advisors and accountants agents (collectively, the “Seller’s Defendants Released Parties,” and each a “Seller’s Released Party”), both individually and in corporate capacities as such, from any and all actions, causes of action, claims, obligations and liabilities counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys’ fees, expenses and/or compensation of every any kind and nature whatsoever which now exist whatsoever, whether known or heretofore have existed unknown, suspected or unsuspected, disclosed or undisclosed, asserted or unasserted, contingent or accrued, at law or in favor equity, under statute, rule, regulation, at common law or otherwise, that any of Buyer the Plaintiffs or the KCI Shareholders has, ever had or ever in the future can, shall or may have, against any of the Seller’s Defendants Released Parties which relate relating to, in any way to connection with or arising out of the Agreement Action or the Voluntary Commitment Agreement Business based on conduct or events from the beginning of time through the date hereof (collectively, the “Plaintiffs’ Claims”). Subject to sections 2(c) and 2(d) hereof, the Plaintiffs and the KCI Shareholders expressly acknowledge and agree that the foregoing release is a full general release which includes, without limitation, all Plaintiffs’ Claims which may result from the current or future effects of conduct or events occurring prior to or which arise out may exist as of the Effective Date, including without limitation those which the Plaintiffs and the KCI Shareholders do not know exist in their favor, whether through ignorance, oversight, error, negligence or otherwise, and which might, if known, have been or could materially affected their decision to enter into this Agreement. For purposes of this Agreement, “affiliate” shall have been asserted with respect to the matters addressed meaning given such term in Rule 12b-2 under the Agreement or Securities Exchange Act of 1934, as amended (the Voluntary Commitment Agreement“Exchange Act”). (b) Effective upon satisfaction Subject to sections 2(c) and 2(d) of this Agreement, the Termination ConditionsDefendants, Seller releases the Hxxxxxxxxxx Shareholders and discharges absolutely each of their respective successors, assigns, affiliates and subsidiaries hereby irrevocably and forever Buyer release, remise, cancel, acquit and its present discharge the Plaintiffs and former parentsthe KCI Shareholders, their respective successors, assigns, affiliates and subsidiaries, affiliatesand each of their respective officers, divisionsdirectors, members, managers, stockholdersshareholders, partners, predecessors, successors, agents, directors, sureties, officersmembers, employees, representatives, attorneys attorneys, advisors and accountants agents (collectively, the “Buyer’s Plaintiffs Released Parties” and each a “Buyer’s Released Party”), both individually and in corporate capacities as such, from any and all actions, causes of action, claims, obligations counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys’ fees, expenses and/or compensation of any kind and liabilities nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, asserted or unasserted, contingent or accrued, at law or in equity, under statute, rule, regulation, at common law or otherwise, that any of every kind whatsoever which now exist the Defendants or heretofore have existed the Hxxxxxxxxxx Shareholders has, ever had or ever in favor of Seller the future can, shall or may have, against any of the Buyer’s Plaintiffs Released Parties which relate relating to, in any way to connection with or arising out of the Agreement Action or the Voluntary Commitment Agreement Business based on conduct or events from the beginning of time through the date hereof (collectively, the “Defendants’ Claims”). Subject to sections 2(c) and 2(d) hereof, the Defendants and the Hxxxxxxxxxx Shareholders expressly acknowledge and agree that the foregoing release is a full general release which includes, without limitation, all Defendants’ Claims which may result from the current or future effects of conduct or events occurring prior to or which arise out may exist as of the Effective Date, including without limitation those which the Defendants and the Hxxxxxxxxxx Shareholders do not know exist in their favor, whether through ignorance, oversight, error, negligence or otherwise, and which might, if known, have been or could have been asserted with respect materially affected their decision to the Agreement or the Voluntary Commitment enter into this Agreement. (c) As used in paragraphs (aNotwithstanding the provisions of sections 2(a) and (b)2(b) of this Agreement, the term “claimsparties specifically agree that the mutual releases set forth therein shall not release, remise, cancel, acquit or discharge the parties’ obligations and liabilities” includes, but is not limited relating to, in connection with or arising under: (i) all claims this Agreement; (ii) previously executed letter agreements between or among the parties or any of them concerning or comprising settlement communications; (iii) (A) that certain Joint Defense and Confidentiality Agreement, dated as of May 8, 2001, by and among Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, Jxxxx, Day, Rxxxxx & Pxxxx and Bxxxx & MxXxxxxx, as amended by that certain First Addendum to Joint Defense and Confidentiality Agreement, dated as of December 1, 2001, and (B) that certain Confidentiality Agreement, dated as of December 1, 2001, by and between KCI and Hxxxxxxxxxx Industries; (iv) binding agreements between or among the parties or any of them entered on or after the Effective Date; or (v) any post-Effective Date conduct or events, except as expressly set forth in section 2(d) hereof, and without modifying or limiting the release of future effects of conduct or events occurring prior to or which may exist as of the Effective Date as set forth in sections 2(a) and 2(b) hereof. (d) Notwithstanding the provisions of sections 2(a) and 2(b) of this Agreement, the parties specifically agree that with respect to conduct or events occurring after the Effective Date, the following shall constitute released or non-released claims: (i) Released Claims include actions, causes of action, claims, counter-claims, cross-claims, liabilities, demands, debts, liens, damages, multiple damages, punitive damages, costs, losses, attorneys’ fees, expenses and/or compensation of any kindkind and nature whatsoever, whether known or unknown, anticipated suspected or unanticipatedunsuspected, past disclosed or presentundisclosed, asserted or unasserted, contingent or fixedaccrued, direct at law or indirectin equity, secured under statute, rule, regulation, at common law or unsecuredotherwise, relating to, in connection with or arising out of: [* * *]. (ii) all claims for alleged breach Non-Released Claims include actions, causes of contractaction, fraudclaims, indemnificationcounter-claims, goods or services had and receivedcross-claims, or open accountliabilities, (iii) all claims for breach of the covenant of good faith and fair dealingdemands, interference with contractdebts, interference with prospective business advantageliens, negligencedamages, or foreclosuremultiple damages, or for any violation punitive damages, costs, losses, attorneys’ fees, expenses and/or compensation of any kind and nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, asserted or unasserted, contingent or accrued, at law or in equity, under statute, ordinancerule, regulation, at common law or regulation otherwise, relating to, in any way to the Agreement connection with or the Voluntary Commitment Agreement, andarising out of: [* * *].

Mutual Release. (a) Effective upon satisfaction of the Termination ConditionsExcept as noted in Section 2 hereof, Buyer Landlord hereby (i) fully and irrevocably releases and forever discharges absolutely Tenant and forever Seller and its present and former parents, subsidiaries, affiliates, divisions, stockholders, members, partners, predecessors, successors, agents, directors, sureties, officers, Tenant's employees, representatives, attorneys successors and accountants (collectively, the “Seller’s Released Parties,” and each a “Seller’s Released Party”)assigns, from any and all claims, obligations counterclaims, causes of action, suits, debts, controversies, damages, judgments, executions, claims, demands and liabilities liabilities, of every whatever kind and nature nature, fixed or contingent, known or unknown, arising at law or in equity, which they ever had, now have or hereafter can, shall or may have for, upon or by reason of any matters, cause or thing whatsoever which now exist from the beginning of time to and including the date hereof relating to or heretofore have existed in favor of Buyer against any of the Seller’s Released Parties which relate in any way arising from or in connection with the Expansion Space; and (ii) covenants and agrees not to xxx, prosecute or cause to be commenced or prosecuted any suit, activity, claim or other procedure based on the foregoing. For purposes of clarification, the parties agree that Landlord does not and has not released Tenant from those indemnity obligations under the Lease which expressly survive Lease termination or from Tenant's obligations to pay additional Rent which accrue prior to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted Effective Date with respect to the matters addressed in the Agreement or the Voluntary Commitment AgreementExpansion Space. (b) Effective upon satisfaction of the Termination Conditions, Seller Tenant hereby (i) fully and irrevocably releases and forever discharges absolutely Landlord and forever Buyer and its present and former parents, subsidiaries, affiliates, divisions, members, managers, stockholders, partners, predecessors, successors, agents, directors, sureties, officers, Landlord's employees, representatives, attorneys successors and accountants (collectively, the “Buyer’s Released Parties” and each a “Buyer’s Released Party”)assigns, from any and all claims, obligations and liabilities counterclaims, causes of every kind whatsoever which now exist or heretofore have existed in favor of Seller against any of the Buyer’s Released Parties which relate in any way to the Agreement or the Voluntary Commitment Agreement or which arise out of or have been or could have been asserted with respect to the Agreement or the Voluntary Commitment Agreement. (c) As used in paragraphs (a) and (b)action, the term “suits, debts, controversies, damages, judgments, executions, claims, obligations demands and liabilities” includes, but is not limited toof whatever kind and nature, (i) all claims of any kindfixed or contingent, whether known or unknown, anticipated arising at law or unanticipatedin equity, past which they ever had, now have or presenthereafter can, contingent shall or fixedmay have for, direct upon or indirectby reason of any matters, secured cause or unsecured, thing whatsoever from the beginning of time to and including the date hereof relating to or in any way arising from or in connection with the Expansion Space; and (ii) all claims for alleged breach of contractcovenants and agrees not to xxx, fraudprosecute or cause to be commenced or prosecuted any suit, indemnificationactivity, goods claim or services had and received, or open account, (iii) all claims for breach of other procedure based on the covenant of good faith and fair dealing, interference with contract, interference with prospective business advantage, negligence, or foreclosure, or for any violation of any statute, ordinance, or regulation relating in any way to the Agreement or the Voluntary Commitment Agreement, andforegoing.